Common use of Compliance with Registration Requirements Clause in Contracts

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issued, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the any Issuer General Use Free Writing Prospectus(es) Prospectus (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule C hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any individual Issuer Limited Use Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6 hereof. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to be incorporated the Company by reference any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement, Statement (or any Preliminary amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the Prospectus, prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto complied when they became effective or at the time they were, or hereafter are, so filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to be incorporated the Company by reference any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement, Statement (or any Preliminary amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the Prospectus, prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto complied when they became effective or at the time they were, or hereafter are, so filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule E hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the date hereof, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act of 1939Act, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or any post-effective amendment thereto or Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference or on behalf of any Underwriter through the Representatives expressly for use in the Registration StatementStatement or Prospectus, any Preliminary Prospectus it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 6 hereof. Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the CommissionSecurities Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus Securities Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Companyeither Diamond Growers or Diamond Foods, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to be incorporated either Diamond Growers or Diamond Foods by reference any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement, Statement (or any Preliminary amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the Prospectus, prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto complied when they became effective or at the time they were, or hereafter are, so filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as except to the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As extent permitted by Regulation S-T of the Time of Sale, neither Commission (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below"Regulation S-T"), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:.

Compliance with Registration Requirements. The Company meets the requirements for is eligible to use of Form S-3 under the Securities ActN-2. Each of the The Registration Statement and any Rule 462(b) Registration Statement and (as amended by any post-effective amendment if the Company shall have made any amendments thereto after the effective date of the Registration Statement) has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Statement (and the Registration Statement or as amended by any post-effective amendment if the Company shall have made any amendments thereto after the effective date of the Registration Statement) has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective, the Registration Statement, the Rule 462(b) Registration Statement Statement, if any, and any post-effective amendments thereto became effective, at the Applicable Time and supplements thereto on the Closing Date (and, if any Option Securities are purchased, at the Option Closing Date), the Registration Statement complied and will comply in all material respects with the applicable requirements of the Securities 1933 Act, the 1940 Act and the Trust Indenture Act of 1939, as amendedRules and Regulations, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) and Registration Statement did not and or will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issued, and on the Closing Date (and, if any Option Securities are purchased, at the Option Closing Date), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated ; provided, however, that none of the Company, the Adviser or deemed the Administrator makes any representation or warranty as to be incorporated by reference the information contained in or omitted from the Registration Statement, or the Prospectus (or any Preliminary supplement thereto), in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6 hereof. Each of (i) the General Disclosure Package, when taken together as a whole, and (ii) each electronic road show when taken together as a whole with the General Disclosure Package and the price to the public, the number of Initial Securities and the number of Option Securities to be included on the cover page of the Prospectus, when they became effective or at the time they weredoes not, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements as of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration StatementApplicable Time, contain any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used The preceding sentence does not apply to statements in this subsection or omissions from the General Disclosure Package in reliance upon and elsewhere in this Agreement:conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6 hereof. The copies of the Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto and the copies of any preliminary prospectus, the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Underwriters (electronically or otherwise) in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T of the Commission ("Regulation S-T").

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and ), the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included did not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through Xxxxx Xxxxxxxx expressly for use in the Registration Statement, any Preliminary Prospectus Statement or Prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Units are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Units are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the any Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included did not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the issuer notified or notifies FTN as described in Section 3(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Statutory Prospectus at the Applicable Time or the Prospectus. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) Prospectuses (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule C hereto, all considered together (collectively, the “Time of Sale Information”"General Disclosure Package"), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through Xxxxx Xxxxxxxx expressly for use in the Registration Statement, any Preliminary Prospectus Statement or Prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement, any Preliminary Prospectus Statement or Prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule B hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing ProspectusProspectus (as defined below), when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectus shall not be incorporated by reference "materially different," as such term is used in Rule 434, from the prospectus included in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or Statement at the time they wereit became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representative expressly for use in the Registration Statement or Prospectus. With respect to the preceding sentence, the Company acknowledges that the only information furnished in writing by the Representative on behalf of the Underwriters expressly for use in the Registration Statement or Prospectus is the following: the concession and reallowance figures appearing in the third paragraph under the caption "Underwriting" and the information contained in the eleventh paragraph, the first sentence of the thirteenth paragraph and the seventeenth paragraph under the caption "Underwriting." Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Securities have been duly registered under the Securities Act. Each of Act pursuant to the Registration Statement and any Rule 462(b) Statement. The Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No , and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the Prospectus has been issued effectiveness of the Registration Statement and no proceedings for any of those purposes such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of time the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and as of the date hereof, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and Act. The Company satisfies the Trust Indenture Act conditions for the use of 1939Form S-3, as amendedset forth in the General Instructions thereto, and the rules Registration Statement meets, and regulations the offering and sale of the Commission promulgated thereunder (collectivelySecurities as contemplated hereby complies with, the “Trust Indenture Act”) requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and each effective date with respect thereto, did not and will does not contain an 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 the . The Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewithas of the date hereof, at their respective times of issuance complied and as amended or supplemented, if applicable, will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, as of their respective dates, and at each Applicable Time and Settlement Date, as the time the Prospectus or any such amendment or supplement was or will be issuedcase may be, included or will include includes an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference representations and warranties set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement, any Preliminary Prospectus and Statement or the Prospectus, when they became effective as amended or at supplemented, made in reliance upon and in conformity with information furnished to the time they wereCompany in writing by or on behalf of any Agent expressly for use therein. For purposes of this Agreement, or hereafter arethe only information so furnished shall be such Agent’s name (the “Agent Information”). Each Issuer Free Writing Prospectus relating to the Securities, filed with the Commissionif any, complied as of its issue date and as of each Applicable Time and Settlement Date, complied, complies and will comply in all material respects with the requirements of the Exchange Securities Act. The documents Each Issuer Free Writing Prospectus relating to the Securities, as of its issue date and as of each Applicable Time and Settlement Date, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated or document deemed to be a part thereof that has not been superseded or modified, or included, includes or will include an untrue statement of a material fact or, when taken together with the Registration Statement and the Prospectus, omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances, prevailing at that subsequent time, not misleading. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Agent specifically for use therein. The copies of the Registration Statement, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 under the Securities Act, the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Agents (electronically or otherwise) in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated by reference in the Registration Statement, any Preliminary Prospectus and Statement or the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference they were filed with the Commission, as conformed in all material respects to the case may berequirements of the Securities Act or the Exchange Act, and any documents so filed and incorporated by reference subsequent to the date of this Agreement or any further amendment or supplement to the Prospectus will, when they are filed with the Commission, conform in all material respects to the requirements of the Securities Act or the Exchange Act; and none of such documents, when read together with the other information in the Registration Statement, any Preliminary Prospectus Statement and the Prospectus, as the case may be, did not and include or will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the applicable Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the applicable Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule F hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 for registration under the Securities 1933 Act. Each of the The Registration Statement and (including any Rule 462(b) Registration Statement and any post-Statement) has been declared effective amendment thereto has by the Commission or become automatically effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings proceeding for any of those purposes have that purpose has been instituted or are is pending or, to the knowledge of the Company, are is threatened or contemplated by the CommissionCommission or any other Governmental Entity (as defined below). No order preventing or suspending the use of any preliminary prospectus, the Statutory Prospectus (as defined below) or the Prospectus has been issued and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, is threatened or contemplated by the Commission or any other Governmental Entity. The Company has fully complied with any request on the part of the Commission or other Governmental Entity for additional information has been complied withinformation. At the respective times each of the Registration Statement, (including any Rule 462(b) Registration Statement Statement) and any post-effective amendments thereto became or becomes effectiveeffective at each deemed effective date with respect to the Underwriters and the Securities pursuant to Rule 430B(f)(2), at the Registration StatementClosing Time and at each Date of Delivery (if any), each of the Rule 462(b) Registration Statement and any amendments and supplements amendment or supplement thereto complied complied, complies and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amendedRegulations, and the rules and regulations of the Commission promulgated thereunder (collectivelydid not, the “Trust Indenture Act”) and did does not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments amendment or supplements thereto (including any prospectus wrapper)supplement thereto, at the time respective dates of the Prospectus or such amendment or supplement, at the respective times that the Prospectus and any such amendment or supplement was or will be were issued, included at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed Registration Statement relating to the Securities initially became effective within three (3) years of the date hereof. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement relating to the Securities, any of the Securities remain unsold by the Underwriters, the Company will prior to that third anniversary file, if it has not already done so, a new shelf registration statement relating to the Securities, in a form satisfactory to the Representative, will use its best efforts to cause such registration statement to be incorporated by reference declared effective within 180 days after that third anniversary, and will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement, any Preliminary Prospectus Statement relating to the Securities shall include such new shelf registration statement. Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of 1933 Act and the Exchange Act. The documents incorporated or deemed 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to be incorporated the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by reference in Regulation S-T. At the Registration StatementApplicable Time, any Preliminary each Issuer-Represented Free Writing Prospectus (as defined below) identified on Schedule B hereto, the Statutory Prospectus and the Prospectus, information agreed to in writing by the Company and the Underwriters as the information to be conveyed orally by the Underwriters to purchasers of the Securities at the time Applicable Time as set forth on Schedule C hereto, all considered together (collectively, the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be“General Disclosure Package”), did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective, the The Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply complies in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, Regulations and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) and did not and will does not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issued, included or will include includes an untrue statement of a material fact or omitted or will omit omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement, Prospectus or preliminary prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through Alex. Xxxxx expressly for use in the Registration Statement, any Preliminary Prospectus or preliminary prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 S-1 for registration under the Securities 1933 Act. Each of the The Registration Statement and (including any Rule 462(b) Registration Statement and any post-Statement) has been declared effective amendment thereto has become effective by the Commission under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus part thereof has been issued and no proceedings proceeding for any of those purposes have that purpose has been instituted or are is pending or, to the knowledge of the Company, are is threatened or contemplated by the CommissionCommission or any other Governmental Entity (as defined in Section 1(a)(xiii) hereof). No order preventing or suspending the use of any preliminary prospectus, the Statutory Prospectus (as defined below) or the Prospectus has been issued and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, is threatened or contemplated by the Commission or any other Governmental Entity. The Company has fully complied with any request on the part of the Commission or other Governmental Entity for additional information has been complied withinformation. At the respective times each of the Registration Statement, Statement (including any Rule 462(b) Registration Statement Statement) and any post-effective amendments thereto became or becomes effective, at each deemed effective date with respect to the Registration StatementUnderwriters and the Securities pursuant to Rule 430A(f)(2), at the Rule 462(b) Closing Time and at each Date of Delivery (if any), each of the Registration Statement and any amendments and supplements amendment or supplement thereto complied complied, complies and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amendedRegulations, and the rules and regulations of the Commission promulgated thereunder (collectivelydid not, the “Trust Indenture Act”) and did does not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments amendment or supplements thereto (including any prospectus wrapper)supplement thereto, at the time respective dates of the Prospectus or such amendment or supplement, at the respective times that the Prospectus and any such amendment or supplement was or will be were issued, included at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in At the Registration StatementApplicable Time, any Preliminary each Issuer-Represented Free Writing Prospectus (as defined below) identified on Schedule B hereto, the Statutory Prospectus and the Prospectus, when they became effective or information agreed to in writing by the Company and the Underwriters as the information to be conveyed orally by the Underwriters to purchasers of the Securities at the time they wereApplicable Time as set forth on Schedule C hereto, or hereafter areall considered together (collectively, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be“General Disclosure Package”), did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding two paragraphs shall not apply to statements in or omissions from the Registration Statement or any amendment thereto or the Prospectus or the General Disclosure Package or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by the Representative on behalf of the Underwriters expressly for use therein. Any preliminary prospectus, the Statutory Prospectus and the Prospectus complied or will comply, as the case may be, when filed with the Commission in all material respects with the 1933 Act and the 1933 Act Regulations. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each preliminary prospectus filed as part of the Registration Statement and as originally filed or as part of any amendment thereto, or filed pursuant to Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness 424 of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply when so filed, in all material respects respects, as to form with the requirements of the Securities Act and the Trust Indenture Exchange Act; the Registration Statement at the time it becomes effective and the Prospectus and any other Offering Materials, on the Commencement Date and on the date on which the Company commences delivery of the Preferred Securities for exchange of the Target Securities pursuant to the Exchange Offer (such date, the "Exchange Date"), will comply, in all material respects, as to form with the Securities Act and the Exchange Act; each part of 1939the Registration Statement when such part becomes effective will not contain, and each such part, as amended, and the rules and regulations of the Commission promulgated thereunder (collectivelyif applicable, the “Trust Indenture Act”) and did not and will not contain an 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 Commencement Date and the ProspectusExchange Date, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements none of the Securities Act. Neither Prospectus or the Prospectus nor other Offering Materials or any amendments or supplements thereto (including to such Offering Materials will contain any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issued, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated , except that the representations and warranties set forth in this Section 6 (a) do not apply (A) to statements or deemed to be incorporated omissions made based upon and in conformity with information supplied in writing by reference either of the Dealer Managers through Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated expressly for use in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective any other Offering Materials or at the time they were, any amendments or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements supplements to any of the Exchange Act. The documents incorporated foregoing or deemed (B) to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time that part of the Registration Statement became effective or when that constitutes the documents incorporated by reference were filed with Statements of Eligibility and Qualification on Form T-1 (the Commission, as "Forms T-1") under the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As Trust Indenture Act of the Time of Sale, neither trustee (xthe "Indenture Trustee") under the Issuer General Use Free Writing Prospectus(es) Indenture (as defined below) issued at or prior to herein), as institutional trustee under the Time of Sale and the Statutory Prospectus Declaration (as defined below), including herein) and as trustee under the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Guarantee.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under in connection with the Securities Actissuance of the Securities. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act0000 Xxx. No The Company has not received notice of any stop order issued under the 1933 Act suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of times, the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing with the Commission of the Company’s annual report on Form 10-K for the year ended December 31, 2011) became or becomes effective, at each deemed effective date with respect to the Underwriters and the Securities pursuant to Rule 430(B)(f)(2) under the 1933 Act Regulations, and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at as of the time date of the Prospectus or any such amendment or supplement was or will be issuedand at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when the such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information set forth on Schedule B hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing ProspectusProspectus (as defined below), when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for is eligible to use of Form S-3 under the Securities ActN-2. Each of the The Registration Statement and any Rule 462(b) Registration Statement and (as amended by any post-effective amendment if the Company shall have made any amendments thereto after the effective date of the Registration Statement) has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Statement (and the Registration Statement or as amended by any post-effective amendment if the Company shall have made any amendments thereto after the effective date of the Registration Statement) has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective, the Registration Statement, the Rule 462(b) Registration Statement Statement, if any, and any post-effective amendments thereto became effective, at the Applicable Time and supplements thereto on the Closing Date (and, if any Option Securities are purchased, at the Option Closing Date), the Registration Statement complied and will comply in all material respects with the applicable requirements of the Securities 1933 Act, the 1940 Act and the Trust Indenture Act of 1939, as amendedRules and Regulations, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) and Registration Statement did not and or will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issued, and on the Closing Date (and, if any Option Securities are purchased, at the Option Closing Date), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated ; provided, however, that none of the Company, the Adviser or deemed the Administrator makes any representation or warranty as to be incorporated by reference the information contained in or omitted from the Registration Statement, or the Prospectus (or any Preliminary supplement thereto), in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6 hereof. Each of (i) the General Disclosure Package, when taken together as a whole, and (ii) each electronic road show when taken together as a whole with the General Disclosure Package and the price to the public, the number of Initial Securities and the number of Option Securities to be included on the cover page of the Prospectus, when they became effective or at the time they weredoes not, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements as of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration StatementApplicable Time, contain any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used The preceding sentence does not apply to statements in this subsection or omissions from the General Disclosure Package in reliance upon and elsewhere in this Agreement:conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6 hereof. The copies of the Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto and the copies of any preliminary prospectus, the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Underwriters (electronically or otherwise) in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T of the Commission ("Regulation S-T").

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) Prospectus (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule F hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the time the Company’s Annual Report on Form 10-K for the year ended 2011 (the “Annual Report”) was filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. The Company meets the requirements for use of Form S-3 under the Securities Act specified in FINRA Conduct Rule 5110(B)(7)(C)(i). The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time they were, or hereafter are, filed with the Commission, as the case may be, complied and will comply in all material respects with the requirements of the Exchange Act. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the First Closing Date (and, if any Optional Shares are purchased, at the Option Closing Date), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the First Closing Date (and, if any Optional Shares are purchased, at the Option Closing Date), included or, as amended or supplemented, as applicable, will include an untrue statement of a material fact or omitted or, as amended or supplemented, as applicable, will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements As of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in Applicable Time, the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, General Disclosure Package did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 for registration under the Securities 1933 Act. Each of the The Registration Statement and (including any Rule 462(b) Registration Statement and any post-Statement) has been declared effective amendment thereto has become effective by the Commission under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus part thereof has been issued and no proceedings proceeding for any of those purposes have that purpose has been instituted or are is pending or, to the knowledge of the Company, are is threatened or contemplated by the CommissionCommission or any other Governmental Entity (as defined in Section 1(a)(xiii) hereof). No order preventing or suspending the use of any preliminary prospectus, the Statutory Prospectus (as defined below) or the Prospectus has been issued and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Company, is threatened or contemplated by the Commission or any other Governmental Entity. The Company has fully complied with any request on the part of the Commission or other Governmental Entity for additional information has been complied withinformation. At the respective times each of the Registration Statement, Statement (including any Rule 462(b) Registration Statement Statement) and any post-effective amendments thereto became or becomes effective, at each deemed effective date with respect to the Registration StatementUnderwriters and the Securities pursuant to Rule 430B(f)(2), at the Rule 462(b) Closing Time and at each Date of Delivery (if any), each of the Registration Statement and any amendments and supplements amendment or supplement thereto complied complied, complies and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amendedRegulations, and the rules and regulations of the Commission promulgated thereunder (collectivelydid not, the “Trust Indenture Act”) and did does not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments amendment or supplements thereto (including any prospectus wrapper)supplement thereto, at the time respective dates of the Prospectus or such amendment or supplement, at the respective times that the Prospectus and any such amendment or supplement was or will be were issued, included at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in At the Registration StatementApplicable Time, any Preliminary each Issuer-Represented Free Writing Prospectus (as defined below) identified on Schedule B hereto, the Statutory Prospectus and the Prospectus, when they became effective or information agreed to in writing by the Company and the Underwriters as the information to be conveyed orally by the Underwriters to purchasers of the Securities at the time they wereApplicable Time as set forth on Schedule C hereto, or hereafter areall considered together (collectively, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be“General Disclosure Package”), did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding two paragraphs shall not apply to statements in or omissions from the Registration Statement or any amendment thereto or the Prospectus or the General Disclosure Package or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by the Representative on behalf of the Underwriters expressly for use therein. Any preliminary prospectus, the Statutory Prospectus and the Prospectus complied or will comply, as the case may be, when filed with the Commission in all material respects with the 1933 Act and the 1933 Act Regulations. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule C hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or and are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information from the Company in connection with the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time (as defined below) and through the Closing Time and each Date of SaleDelivery, if any, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and Applicable Time, the Statutory Prospectus (as defined below), including last preliminary prospectus distributed to prospective purchasers in connection with the documents incorporated therein by reference, offering as of the Applicable Time of Sale and the information included on Schedule C hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The At the time of filing the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto, and at the date hereof, the Company meets was not an “ineligible issuer” as defined in Rule 405 of the requirements for use of Form S-3 under the Securities Act1933 Act Regulations. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement and any post-effective amendment thereto or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus 1933 Act has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus Each preliminary prospectus and the Prospectus, Prospectus complied when they became effective or at the time they were, or hereafter are, so filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act and the Prospectus, at 1933 Act Regulations and each preliminary prospectus and the time Prospectus delivered to the Registration Statement became effective or when Underwriter for use in connection with this offering was identical to the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as except to the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. extent permitted by Regulation S-T. As of the Time of SaleApplicable Time, neither (x) the Issuer Issuer-Represented General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale (as defined below) and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to be incorporated the Company by reference any Underwriter through the Representatives expressly for use in the Registration Statement, Statement (or any Preliminary amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the Prospectus, prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto complied when they became effective or at the time they were, or hereafter are, so filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company Dura meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the CompanyCompanies, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectivebecome effective and at the Closing Time (and, if any International Option Units are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements . Neither of the Securities Act. Neither the Prospectus Prospectuses nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus Prospectuses or any such amendment amendments or supplement was or will be issuedsupplements were issued and at the Closing Time (and, if any International Option Units are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Companies will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or the International Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Companies in writing by reference any Manager through Xxxxxxx Xxxxx expressly for use in the Registration Statement, any Preliminary Prospectus Statement or the International Prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectuses filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectuses delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-have been declared effective amendment thereto has become effective by the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued is in effect and no proceedings for any of those purposes such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. When used herein, and any request on the part term "knowledge of the Commission Company" or similar terms, means the actual knowledge of Wm. Xxxxx Xxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriters for additional information has been complied withuse in connection with the offer and sale of the Offered Shares. At the respective times each Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto amendment thereto, at the time it became or becomes effective, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) and did not and will not not, as of its effective date, contain an 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. The Prospectus, as amended or supplemented, as of its date and as of the First Closing Date and the ProspectusOption Closing Date (if applicable), any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied did not and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor not contain any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issued, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or deemed to be incorporated by reference in omissions from the Registration Statement, any Preliminary Prospectus and Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, when they became effective or at any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the time they wereCompany in writing by the Representative expressly for use therein, or hereafter are, filed with it being understood and agreed that the Commission, complied and will comply in all material respects with only such information furnished by the requirements Representative to the Company consists of the Exchange Actinformation described in Section 8(b) below. The There are no contracts or other documents incorporated or deemed required to be incorporated by reference described in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time or to be filed as exhibits to the Registration Statement became effective which have not been described or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:required.

Compliance with Registration Requirements. The Company Fund meets the requirements for use of Form S-3 N-2 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the CompanyFund or either of the Advisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. If required, the Fund has received any orders exempting the Fund from any provisions of the Investment Company Act. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Shares are purchased, at the Date of Delivery) the Registration Statement, the Rule 462(b) Registration Statement and any amendments and or supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act, the Investment Company Act and the Trust Indenture Act of 1939, as amended, Rules and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 . Neither the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment amendments or supplement was or will be issuedsupplements thereto were issued and at the Closing Time (and, if any Option Shares are purchased, at the Date of Delivery) included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) Rule 482 Statement (as defined below) issued at or prior to the Time of Sale and Applicable Time, if any, the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule C hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included did not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the General Disclosure Package or the Prospectus made in reliance upon and in conformity with information furnished to the Fund in writing by the Underwriters expressly for use in the Registration Statement, the General Disclosure Package or the Prospectus. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Companyeither Gold Xxxx or New Gold Xxxx, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to be incorporated either Gold Xxxx or New Gold Xxxx by reference any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement, Statement (or any Preliminary amendment or supplement thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the Prospectus, Prospectus complied when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply Commission in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the . The Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActSecurities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of SaleApplicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time (other than the free writing prospectus filed by the Company on January 27, 2009 which with such correcting statements as made by the Company spoke only to the date of Sale and its filing), the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Time of Sale Applicable Time, the Pro Forma Information and the pricing information set forth on Schedule [ ], all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used The Company has made available a “bona fide electronic road show,” as defined in Rule 433, in compliance with Rule 433(d)(8)(ii) (the “Bona Fide Electronic Road Show”) such that no filing of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Securities. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer and sale of the Securities or until any earlier date that the issuer notified or notifies the Representatives, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. For the avoidance of doubt, the free writing prospectus filed by the Company on January 27, 2009 (with such correcting statements as made by the Company) spoke only to the date of its filing and the information contained therein has since been superseded or modified. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus made in reliance upon and elsewhere in conformity with written information furnished to the Company by any Underwriter through Imperial expressly for use therein. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto) complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this Agreement:offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the time of filing the Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer” pursuant to Rules 164, 405 and 433 under the 1933 Act.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Units are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Units are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to be incorporated the Company by reference any Underwriter through FTN expressly for use in the Registration Statement, Statement (or any Preliminary amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the Prospectus, prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto complied when they became effective or at the time they were, or hereafter are, so filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Time of Sale Applicable Time, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information furnished to be incorporated the Company by reference any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement, Statement (or any Preliminary amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the Prospectus, prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto complied when they became effective or at the time they were, or hereafter are, so filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not as of such times contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include as of such times an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through Lxxxxx Brothers or Mxxxxxx Lxxxx expressly for use in the Registration Statement, any Preliminary Prospectus Statement or Prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to be incorporated the Company in writing by reference any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration StatementStatement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). With respect to the preceding sentence, the Company acknowledges that the only information furnished in writing by the Underwriters through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any Preliminary amendment thereto) or Prospectus (or any amendment or supplement thereto) is the following: the concession and reallowance figures appearing in the fifth paragraph under the caption "Underwriting" and the Prospectusinformation contained in the second sentence of the fourth center paragraph, the first two sentences of the fifteenth paragraph and the first sentence of the sixteenth paragraph under the caption "Underwriting". Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto or filed pursuant to Rule 424 under the 1933 Act, complied when they became effective or so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Each of the Company's (A) Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as amended by Amendment No. 1 on Form 10-K/A with respect to such report, filed with the Commission on September 12, 2003, (B) Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003, as amended by Amendment No. 1 on Form 10-Q/A with respect to such report, filed with the Commission on November 14, 2003, (C) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003, as amended by Amendment No. 1 on Form 10-Q/A with respect to such report, filed with the Commission on September 12, 2003 and (D) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, as amended by Amendment No. 1 on Form 10-Q/A with respect to such report, filed with the Commission on September 12, 2003, in each case at the time they were, or hereafter are, the applicable amendment was filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus ") and the Prospectus, at rules and regulations of the time Commission under the Registration Statement became effective or when 1934 Act (the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be"1934 Act Regulations"), did not and will not include contain an untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used Each of the Company's (1) Preliminary Proxy Statement filed with the Commission on April 18, 2003 and (2) Definitive Proxy Statement filed with the Commission on April 28, 2003, at the time they were filed with the Commission, did not contain an untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements, therein, in this subsection and elsewhere in this Agreement:the light of the circumstances under which they were made, not misleading.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-have been declared effective amendment thereto has become effective by the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued is in effect and no proceedings for any of those purposes such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. When used herein, and any request on the part term "knowledge of the Commission Company" or similar terms, means the actual knowledge of Wm. Xxxxx Xxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriters for additional information has been complied withuse in connection with the offer and sale of the Offered Shares. At the respective times each Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto amendment thereto, as of the time it became or becomes effective, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) and did not and will not not, as of its effective date, contain an 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. The Prospectus, as amended or supplemented, as of its date and as of the First Closing Date and the ProspectusOption Closing Date (if applicable), any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied did not and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor not contain any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issued, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or deemed to be incorporated by reference in omissions from the Registration Statement, any Preliminary Prospectus and Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, when they became effective or at any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the time they wereCompany in writing by the Representative expressly for use therein, or hereafter are, filed with it being understood and agreed that the Commission, complied and will comply in all material respects with only such information furnished by the requirements Representative to the Company consists of the Exchange Actinformation described in Section 8(b) below. The There are no contracts or other documents incorporated or deemed required to be incorporated by reference described in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time or to be filed as exhibits to the Registration Statement became effective which have not been described or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:required.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the . The Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActSecurities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of SaleApplicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time (other than the free writing prospectus filed by the Company on January 27, 2009 which with such correcting statements as made by the Company spoke only to the date of Sale and its filing), the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Time of Sale Applicable Time, and the pricing information set forth on Schedule [ ], all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used The Company has made available a “bona fide electronic road show,” as defined in Rule 433, in compliance with Rule 433(d)(8)(ii) (the “Bona Fide Electronic Road Show”) such that no filing of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Securities. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer and sale of the Securities or until any earlier date that the issuer notified or notifies the Representatives, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. For the avoidance of doubt, the free writing prospectus filed by the Company on January 27, 2009 (with such correcting statements as made by the Company) spoke only to the date of its filing and the information contained therein has since been superseded or modified. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus made in reliance upon and elsewhere in conformity with written information furnished to the Company by any Underwriter through Imperial expressly for use therein. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto) complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this Agreement:offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the time of filing the Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer” pursuant to Rules 164, 405 and 433 under the 1933 Act.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No , and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the CompanyCapital Parties, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of times, the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Units are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Units are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed As of the Applicable Time (as defined below), each of the statements made by the Partnership in the most recent preliminary prospectus, and to be incorporated by reference made in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective any further amendments or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed supplements to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when Prospectus within the documents incorporated by reference were filed coverage of Rule 175(b) of the 1933 Act Regulations, including any projections of results of operations or statements with respect to future available cash or future cash distributions of the CommissionPartnership or the anticipated ratio of taxable income to distributions, as the case may be, when read together was made or will be made with the other information a reasonable basis and in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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 misleadinggood faith. As of the Time of SaleApplicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedules B and E hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing ProspectusProspectus (as defined below), when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to (A) statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to be incorporated the Company by reference or on behalf of any Underwriter through the Representative expressly for use in the Registration StatementStatement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) that part of the Registration Statement that constitutes the Statements of Eligibility and Qualification on Forms T-1 under the Trust Indenture Act of the Trustees, any Preliminary Prospectus the Property Trustee and the Prospectus, when they became effective Guarantee Trustee. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EDGAR, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for is eligible to use of Form S-3 under the Securities ActN-2. Each of the The Registration Statement and Statement, any Rule 462(b) Registration Statement and any other post-effective amendment thereto has have become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective, the Registration Statement, the Rule 462(b) Registration Statement Statement, if any, and any post-effective amendments thereto became effective, at each Representation Date and supplements thereto at the Expiration Date, the Registration Statement complied and will comply in all material respects with the applicable requirements of the Securities 1933 Act, the 1940 Act and the Trust Indenture Act of 1939, as amendedRules and Regulations, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) and Registration Statement did not and or will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the such Prospectus or any such amendment or supplement was or will be issued, at each Representation Date and at the Expiration Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated ; provided, however, that none of the Company, the Adviser or deemed the Administrator makes any representation or warranty as to be incorporated the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto), in reliance upon and in conformity with information furnished in writing to the Company by reference or on behalf of the Dealer Manager specifically for inclusion in the Registration StatementStatement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Dealer Manager consists of the information described as such in Section 7 hereof. The copies of the Registration Statement and any Preliminary Rule 462(b) Registration Statement and any amendments thereto, the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Prospectus, when they became effective Dealer Manager (electronically or at otherwise) in connection with the time they were, or hereafter are, offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the CommissionCommission pursuant to EXXXX, complied and will comply in all material respects with except to the requirements extent permitted by Regulation S-T of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither Commission (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale InformationRegulation S-T”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements . Neither of the Securities Act. Neither the Prospectus Prospectuses nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus Prospectuses or any such amendment amendments or supplement was or will be issuedsupplements thereto were issued and at the Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in If Rule 434 is used, the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and Company will comply in all material respects with the requirements of Rule 434 and the Exchange Act. The documents incorporated or deemed to Prospectuses shall not be incorporated by reference "materially different," as such term is used in Rule 434, from the prospectuses included in the Registration Statement, any Preliminary Prospectus and the Prospectus, Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement became effective or when the documents incorporated International Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by reference were filed with or on behalf of any International Manager through the Commission, as the case may be, when read together with the other information Lead Managers expressly for use in the Registration Statement, any Preliminary Prospectus and Statement or the International Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement, the ADR Registration Statement and any postthe Form 8-A Registration Statement has been declared effective amendment thereto has become effective by the Commission under the Securities 1933 Act or 1934 Act. No , as applicable, and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, the ADR Registration Statement or any postthe Form 8-effective amendment thereto A Registration Statement has been issued under the Securities 1933 Act or 1934 Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued as applicable, and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information received by the Company has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the relevant Time of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of non-U.S. jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the relevant Time of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectus shall not be incorporated by reference “materially different,” as such term is used in Rule 434, from the prospectus included in the Registration Statement, any Preliminary Prospectus Statement at the time it became effective. Each preliminary prospectus and the ProspectusProspectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when they such Registration Statement became effective or at such Rule 424 filing was made, as applicable, in all material respects with the time they were, or hereafter are, 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the Offering was identical to the electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the time the ADR Registration Statement became effective and at the Closing Time (and, if any Option Securities are purchased, at the relevant Time of Delivery), the ADR Registration Statement complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and the Prospectus, as the case may be, did not and will not include contain an 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 therein, in the light of the circumstances under which they were made, not misleading. As At the time the Form 8-A Registration Statement became effective and at the Closing Time (and, if any Option Securities are purchased, at the relevant Time of Delivery), the Form 8-A Registration Statement complied and will comply in all material respects with the requirements of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale 1934 Act and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as rules and regulations of the Time of Sale all considered together Commission under the 1934 Act (collectively, the “Time of Sale Information1934 Act Regulations”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any and did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, the ADR Registration Statement, the Form 8-A Registration Statement or the Prospectus made in reliance upon and elsewhere in this Agreement:conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in any such Registration Statement or the Prospectus.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus Prospectuses nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus Prospectuses or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or the Prospectuses made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any International Manager through Merrxxx Xxxcx xxxressly for use in the Registration Statement, any Preliminary Prospectus Statement or the Prospectuses. Each preliminary prospectus and the Prospectus, when they became effective prospectuses filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectuses delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EDGAX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior xxcept to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment amendments or supplement was or will be issuedsupplements thereto were issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectus shall not be incorporated by reference "materially different," as such term is used in Rule 434, from the prospectus included in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or Statement at the time they wereit became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives or the Lead Managers expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EDGAX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior xxcept to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment amendments or supplement was or will be issuedsupplements thereto were issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus Statement or Prospectus. Each preliminary prospectus and the Prospectus, when they became effective Prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EDGAX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior xxcept to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through Kxxxx Bxxxxxxx expressly for use in the Registration StatementStatement or Prospectus, any Preliminary it being understood and agreed that the statements contained in the Registration Statement and Prospectus under the caption “Underwriting” and in the last paragraph of the cover page of the Prospectus are the only statements which are based on such information. Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets ----------------------------------------- the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any International Option Securities are purchased, at each Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements . Neither of the Securities Act. Neither the Prospectus Prospectuses nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus Prospectuses or any such amendment amendments or supplement was or will be issuedsupplements thereto were issued and at the Closing Time (and, if any International Option Securities are purchased, at each Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or the International Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any International Manager through the Lead Managers expressly for use in the Registration Statement, Statement or the U.S. Prospectus. Each preliminary prospectus and each prospectus filed as part of the Registration Statement as originally filed or as part of any Preliminary Prospectus and the Prospectus, when they became effective or at the time they wereamendment thereto, or hereafter are, filed with the Commissionpursuant to Rule 424, complied and will comply when so filed in all material respects with the requirements 1933 Act Regulations and each preliminary prospectus and each of the Exchange Act. The documents incorporated or deemed Prospectuses delivered to be incorporated by reference the Underwriters for use in connection with this offering was identical to the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Neither the BCSC nor any stock exchange has issued or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus, the Amended Preliminary Prospectus or the Final Prospectus, nor, to the knowledge of the Company, is any such order contemplated by the BCSC, and any request on the part of the BCSC for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the U.S. Prospectus, any Preliminary Preeffective Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements U.S. Prospectus and such Preeffective Prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the U.S. Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the U.S. Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the U.S. Prospectus shall not be incorporated by reference "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement, any Preliminary Statement at the time it became effective. Each Preeffective Prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter arefiled pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the Commission1933 Act Regulations. 9 As at its date, the Preliminary Prospectus complied in all material respects with the requirements of all applicable securities laws in the Province of British Columbia and the regulations and rules thereunder, together with applicable published policy statements, blanket orders and published notices of the BCSC (the "BC Securities Laws") and upon filing the Final Prospectus with the BCSC, the issuance of a receipt therefor by the BCSC and delivery thereof to the Underwriters, the Final Prospectus and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Exchange ActBC Securities Laws. The documents incorporated or deemed to be incorporated by reference in As at its date, neither the Registration Statement, any Preliminary Prospectus and the Prospectusnor any prospectus wrapper prepared in connection therewith, at the time the Registration Statement became effective included or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used At its date of issue and at all times subsequent thereto up to and including the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Final Prospectus constitutes and will constitute full, true and plain disclosure of all material facts relating to the Company and the Securities, and none of the Final Prospectus, nor any amendment or supplement thereto, nor any prospectus wrapper prepared in connection therewith, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Preeffective Prospectus and the U.S. Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T. Each Preliminary Prospectus and Final Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the BCSC pursuant to SEDAR. There is no franchise, lease, contract, agreement or document required to be described in the Final Prospectus or to be filed as an exhibit to the Registration Statement or with the BCSC which is not described or filed therein or therewith as required; and all descriptions of any such franchises, leases, contracts, agreements or documents contained in the Registration Statement or the Final Prospectus are accurate. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectuses made in reliance upon and elsewhere in this Agreement:conformity with information furnished to the Company in writing by any Underwriter through Merrxxx Xxxcx xxxressly for use in the Registration Statement or the Prospectuses.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus Prospectuses nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus Prospectuses or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or U.S. Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any International Manager through Xxxxxxx Xxxxx International expressly for use in the Registration Statement, any Preliminary Prospectus Statement or International Prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectuses filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements 1933 Act Regulations and each preliminary prospectus and the Prospectuses delivered to the Underwriters for use in connection with the offering of the Exchange Act. The documents incorporated or deemed Securities was identical to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the --------------------------------------------- Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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, misleading and the U.S. Prospectus, any U.S. Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements U.S. Prospectus and such U.S. Preliminary Prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the U.S. Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the U.S. Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the U.S. Prospectus shall not be incorporated by reference "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement, Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or U.S. Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter or the Sub- underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or U.S. Prospectus (or any amendment or supplement thereto). Each U.S. Preliminary Prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any 1933 Act Regulations and each U.S. Preliminary Prospectus and the Prospectus, at U.S. Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any post-effective amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule B hereto, all considered together (collectively, the “Time of Sale Information”"General Disclosure Package"), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 F-3 under the Securities 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and the ADS Registration Statement has been filed with the Commission in the form heretofore delivered to you. Each of the Registration Statement, any post-Rule 462(b) Registration Statement and the ADS Registration Statement has been declared effective amendment thereto has become effective by the Commission under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto ADS Registration Statement has been issued under the Securities 1933 Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the . Each Preliminary Prospectus, any Preliminary the Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time such Preliminary Prospectus, the Prospectus or any such amendment amendments or supplement supplements thereto were issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), and the Invitation to Participate and the Letter of Transmittal, as of the date on which it was transmitted to the Company's holders of Equity Shares, did not include or will be issued, included or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectus shall not be incorporated by reference "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement, Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or any Preliminary Prospectus or the Prospectus (including any prospectus wrapper) or amendments or supplements thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or any Preliminary Prospectus or the Prospectus (including any prospectus wrapper) or amendments or supplements thereto or as otherwise required by Rule 424(b). Each Preliminary Prospectus and the ProspectusProspectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when they such registration statement became effective or at in all material respects with the time they were, or hereafter are, 1933 Act and the 1933 Act Regulations. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the Offering was identical to the electronically transmitted copies thereof filed with the CommissionCommission pursuant to EDGAR, except to the extent permitted by Regulation S-T. Xx the time the ADS Registration Statement became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the ADS Registration Statement complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and the Prospectus, as the case may be, did not and will not include contain an 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. As The ADR Prospectus, at the time the ADR Prospectus or any amendment or supplement thereto was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined belowDelivery), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any did not and will not include an untrue statement of a material fact or omitted omit to state any 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 this representation, warranty and agreement shall not apply to statements in or omissions from the ADS Registration Statement made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the ADS Registration Statement. As used in this subsection A registration statement on Form 8-A has been filed with and elsewhere in this Agreement:declared effective by the Commission under the 1934 Act.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement amendments or supplements thereto or (including any prospectus wrapper prepared in connection therewithwrapper), at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of SaleApplicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule B hereto all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to be incorporated the Company by reference any Underwriter through the Representatives expressly for use in the Registration Statement, Statement (or any Preliminary amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the CommissionAct, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not as of such times contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include as of such times an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference the Underwriter expressly for use in the Registration Statement, Statement or Prospectus. The prospectus filed as part of the Registration Statement as originally filed or as part of any Preliminary Prospectus and the Prospectus, when they became effective or at the time they wereamendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and the Prospectus, at Prospectus delivered to the time Underwriter for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EDGAR, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets and the Co-Registrants meet the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement Statements and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of either of the Registration Statement, Statements or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration StatementStatements, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration StatementStatements, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statements or Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through Mxxxxxx Lxxxx expressly for use in the Registration Statement, any Preliminary Prospectus Statements or Prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectuses filed as part of the Registration Statements as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements . Neither of the Securities Act. Neither the Prospectus Prospectuses nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time respective times the Prospectus Prospectuses or any such amendment amendments or supplement was or will be issuedsupplements were issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectuses made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any U.S. Underwriter or International Underwriter through Xxxxxxx Xxxxx International expressly for use in the Registration Statement or Prospectuses or to any Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of any trustee filed as an exhibit to the Registration Statement, . Each preliminary prospectus and each prospectus filed as part of the Registration Statement as originally filed or as part of any Preliminary Prospectus and the Prospectus, when they became effective or at the time they wereamendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of 1933 Act Regulations and each preliminary prospectus and each Prospectus delivered to the Exchange Act. The documents incorporated U.S. Underwriters or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the CommissionInternational Underwriters, as the case may be, when read together for use in connection with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As offering of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior Securities was identical to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together electronically transmitted copy thereof filed with the Time of Sale InformationCommission pursuant to XXXXX, included any untrue statement of a material fact or omitted except to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes such purpose have been instituted or are pending or, to the knowledge of the CompanyFund, the Manager, the Commodity Subadvisor or the Collateral Subadvisor, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement Statement, and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act, the 1933 Act Regulations and the Trust Indenture Commodity Exchange Act of 19391936, as amendedamended (the “CEA”), and the rules and regulations of the Commodity Futures Trading Commission promulgated thereunder (collectively, the “Trust Indenture ActCFTC Rules and Regulations”) and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of SaleApplicable Time, neither (xA) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), Disclosure Package nor (yB) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included included, includes or will include any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) Prospectuses (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule C hereto, all considered together (collectively, the “Time of Sale Information”"General Disclosure Package"), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:in

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied complied, complies and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not, does not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied with, complies with and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), considered together, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, included if any Option Securities are purchased, at the Date of Delivery), included, includes or will include an untrue statement of a material fact or omitted omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in At the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, Applicable Time (as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Saledefined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule C-1 hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any included, includes or will include an untrue statement of a material fact or omitted omitted, omits or will omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements . Neither of the Securities Act. Neither the Prospectus Prospectuses nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus Prospectuses or any such amendment amendments or supplement was or will be issuedsupplements thereto were issued and at the Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to information stated in or deemed omitted from statements in or omissions from the Registration Statement or the International Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any International Manager through the Lead Managers expressly for use in the Registration Statement, any Preliminary Prospectus Statement or the International Prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectuses filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectuses delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any U.S. Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements . Neither of the Securities Act. Neither the Prospectus Prospectuses nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus Prospectuses or any such amendment amendments or supplement was or will be issuedsupplements thereto were issued and at the Closing Time (and, if any U.S. Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement (or any amendment thereto) or the U.S. Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any U.S. Underwriter through the U.S. Representatives expressly for use in the Registration Statement, any Preliminary Statement (or such amendment thereto) or the U.S. Prospectus (or such amendment or supplement thereto). Each preliminary prospectus and the Prospectus, when they became effective prospectuses filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectuses delivered to the time Underwriters for use in connection with this offering was identical in all material respects to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EDGAR, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), ) at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule C hereto, all considered together (collectively, the “Time of Sale Information”"General Disclosure Package"), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets has prepared and filed with the requirements Commission a registration statement (file number 333-170197) on Form N-2, including a preliminary prospectus for use of Form S-3 registration under the 1933 Act and the 1940 Act relating to the offering and sale of the Securities. The Company has filed one or more amendments thereto, including a preliminary prospectus, each of which has previously been furnished to you. The Company will next file with the Commission a final prospectus in accordance with Rules 430A and 497 of the 1933 Act. The Company has included in such Registration Statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the 1933 Act, the 1940 Act and the Rules and Regulations to be included in such registration statement and the Prospectus. As filed, such amendment and form of final prospectus, or such final prospectus, shall contain all Rule 430A Information, together with all other such required information and shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Securities Acthave been registered under the 1933 Act pursuant to the Registration Statement. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and under the 1933 Act, no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At On the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveEffective Date, the Registration StatementStatement did, and when the Prospectus is first filed (if required) in accordance with Rule 462(b497 and on the Closing Date (as defined in Section 2(c)) Registration Statement and on any date on which Option Securities are purchased, if such date is not the Closing Date (a "settlement date"), and the Prospectus (and any amendments and supplements thereto complied and will thereto) will, comply in all material respects with the applicable requirements of the Securities 1933 Act, the 1940 Act and the Trust Indenture Act of 1939, as amendedRules and Regulations, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) and Registration Statement did not and or will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, and on the Effective Date, the Prospectus, if not filed pursuant to Rule 497, will not, and on the date of any Preliminary Prospectus filing pursuant to Rule 497 and on the Closing Date and any supplement thereto or prospectus wrapper prepared in connection therewithsettlement date, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor (together with any amendments or supplements thereto (including supplement thereto) will not, include any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issued, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated ; provided, however, that none of the Company, the Adviser or deemed the Administrator makes any representation or warranty as to be incorporated by reference the information contained in or omitted from the Registration Statement, or the Prospectus (or any Preliminary supplement thereto), in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6 hereof. Each of (i) the General Disclosure Package, when taken together as a whole, and (ii) each electronic road show when taken together as a whole with the General Disclosure Package and the price to the public, the number of Initial Securities and the number of Option Securities to be included on the cover page of the Prospectus, when they became effective or at the time they weredoes not, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements as of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration StatementApplicable Time, contain any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used The preceding sentence does not apply to statements in this subsection or omissions from the General Disclosure Package in reliance upon and elsewhere in this Agreement:conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6 hereof. The copies of the Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto and the copies of any Preliminary Prospectus, the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Underwriters (electronically or otherwise) in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectus shall not be incorporated by reference "materially different," as such term is used in Rule 434, from the prospectus included in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or Statement at the time they wereit became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through Merrxxx Lyncx xxxressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EDGAX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior xxcept to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the ----------------------------------------- requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither of the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement thereto was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference the Underwriter expressly for use in the Registration Statement, any Preliminary Prospectus Statement or the Prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriter for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus Statement or Prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedwere issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated If Rule 434 is used, the Company will comply with the requirements of Rule 434; PROVIDED, HOWEVER, that the representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through Xxxxxxx Xxxxx, expressly for use in the Registration Statement, any Preliminary Prospectus Statement or Prospectus. Each preliminary prospectus and the Prospectus, when they became effective Prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment amendments or supplement supplements was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectus shall not be incorporated by reference "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or Statement at the time they wereit became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through Merrxxx Xxxcx xxxressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering were identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EDGAX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior xxcept to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements . Neither of the Securities Act. Neither the Prospectus Prospectuses nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus Prospectuses or any such amendment amendments or supplement was or will be issuedsupplements thereto were issued and at the Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement (or any amendment thereto) or the International Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference the International Managers expressly for use in the Registration Statement, any Preliminary Statement (or such amendment thereto) or the International Prospectus (or such amendment or supplement thereto). Each preliminary prospectus and the Prospectus, when they became effective prospectuses filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectuses delivered to the time Underwriters for use in connection with this offering was identical in all material respects to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with written information furnished to be incorporated the Company by reference any Underwriter through [NAME OF LEAD UNDERWRITER] expressly for use in the Registration Statement, Statement (or any Preliminary amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the Prospectus, prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto complied when they became effective or at the time they were, or hereafter are, so filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under in connection with the Securities Actissuance of the Securities. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act0000 Xxx. No The Company has not received notice of any stop order issued under the 1933 Act suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of times, the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing with the Commission of the Company's annual report on Form 10-K for the year ended December 31, 2011) became or becomes effective, at each deemed effective date with respect to the Underwriters and the Securities pursuant to Rule 430(B)(f)(2) under the 1933 Act Regulations, and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at as of the time date of the Prospectus or any such amendment or supplement was or will be issuedand at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when the such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Time of Sale Applicable Time, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing ProspectusProspectus (as defined below), when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements . Neither of the Securities Act. Neither the Prospectus Prospectuses nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus Prospectuses or any such amendment amendments or supplement was or will be issuedsupplements were issued and at the Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or the International Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any International Manager through the Lead Managers expressly for use in the Registration Statement, any Preliminary Prospectus Statement or the International Prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectuses filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectuses delivered to the time International Managers for use in connection with this offering were identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and Statement, including any Rule 462(b) Registration Statement and any post-effective amendment thereto Statement, has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or becomes effective, at the date of this Agreement and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement, any Preliminary Prospectus Statement or Prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as except to the case may be, when read together extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the other information in the Registration Statement, any Preliminary Prospectus offering and the Prospectus, as the case may be, did not and will not include an 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. As sale of the Time Securities, the Company has complied or will comply with the requirements of Sale, neither (x) Rule 111 under the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior 1933 Act Regulations relating to the Time payment of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:filing fees thereof.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto thereto, as they may then have been supplemented or amended, complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectus shall not be incorporated by reference "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or Statement at the time they wereit became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement complied and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities ActReserved Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to be incorporated the Company by reference any Underwriter through Merrill Lynch expressly for use in the Registration Statement, Statement (or xxx xxexxxxxt thereto) or the Prospectus (or any Preliminary Prospectus amendment or supplement thereto). Each preliminary prospectus and the Prospectus, prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto complied when they became effective or at the time they were, or hereafter are, so filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EDGAR, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No , and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective, and at the Closing Time (and, if any U.S. Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements . Neither of the Securities Act. Neither the Prospectus Prospectuses nor any amendments or supplements thereto (including any prospectus wrapper), at the time the any such Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any U.S. Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectuses shall not be "materially different," as such term is used in Rule 434, from the prospectuses included in the Registration Statement at the time it became effective. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed to be incorporated by reference in omissions from the Registration Statement, any Preliminary post-effective amendment to the Registration Statement or the U.S. Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any U.S. Underwriter through the U.S. Representatives or by any Selling Stockholder expressly for use in the Registration Statement or the U.S. Prospectus. Each preliminary prospectus and the Prospectus, when they became effective Prospectuses filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectuses delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when electronically transmitted copies thereof filed by the documents incorporated by reference were filed Company with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus extent permitted by Regulation S-T. (as defined belowii), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to be incorporated the Company by reference any Underwriter through Xxxxxxx Xxxxx or Xxxxxx Brothers Inc. expressly for use in the Registration Statement, Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each Preliminary Prospectus and the Prospectus, when they became effective or at prospectus filed as part of the time they were, or hereafter are, Registration Statement as originally filed with the CommissionCommission or as part of any amendment thereto, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any 1933 Act Regulations and each Preliminary Prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Xxxxxxxxxx S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the CompanyCelldex, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withsatisfied. At the respective times each of that the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and elsewhere in this Agreement:conformity with written information furnished to the Company by the Underwriters expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto complied when so filed in all material respects with the Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the Offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T promulgated under the Securities Act.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedules B and C hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets Original Registration Statement was or will be declared effective and, from and after the requirements for use of date hereof, and at the time the Company’s most recent annual report on Form S-3 10-K was filed with the Commission, by the Commission under the Securities ActAct prior to the first Issuance Notice Date following the date hereof and any Rule 462(b) Registration Statement filed after the date hereof that relates to the Shares will be automatically effective following such filing and prior to the delivery of any Issuance Notice related to Shares registered thereby. Each The Company has or will have complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information with respect to the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities ActStatement. No stop order suspending the effectiveness of the Original Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued is in effect and no proceedings for any of those purposes such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed with the Commission through XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and any request on the part sale of the Commission for additional information has been complied withShares. At the respective times each Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto amendment thereto, at the time it became or becomes effectiveeffective and at each Issuance Notice Date, Settlement Date, Triggering Event Date with respect to which the Registration StatementCompany is obligated to deliver a certificate pursuant to Section 4(o) and as of each Time of Sale, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) and did not and will not contain an 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 the . The Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Registration Statement became or becomes effective, and any Free Writing Prospectus or (as defined below) considered together (collectively, the “Time of Sale Information”) did not and will not contain any such amendment or supplement was or will be issued, included or will include an untrue statement of a material fact or omitted 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. The Prospectus, as amended or supplemented, as of the most recent effective date of the Registration Statement and at each Issuance Notice Date, Settlement Date, Triggering Event Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(o) and as of each Time of Sale, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties set forth in the three immediately preceding sentences do not apply to statements in or deemed to be incorporated by reference in omissions from the Registration Statement, any Preliminary Prospectus and Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, when they became effective or at any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the time they wereAgent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Agent to the Company consists of the information described in Section 6 below. There are no contracts or hereafter are, other documents required to be described in the Prospectus or to be filed with as exhibits to the Commission, complied Registration Statement which have not been described or filed as required. The Registration Statement and will the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:said rule.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the CommissionCommission or the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission or the state securities authority of any jurisdiction. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission (the "Annual Report on Form 10-K")) became or becomes effectiveeffective and at each Representation Date, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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. At the date of the Prospectus and at each Representation Date, and the Prospectus, any Preliminary Prospectus and any supplement amendments and supplements thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied did not and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issued, included or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated If the Company elects to rely upon Rule 434 of the 1933 Act Regulations, the Company will comply with the requirements of Rule 434. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus and Statement or the Prospectus, when they became effective . Each preliminary prospectus and Prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment or supplement thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act and the Prospectus1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Underwritten Securities will, at the time of such delivery, be identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as except to the case may be, when read together extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the other information in the Registration Statement, any Preliminary Prospectus offering and the Prospectus, as the case may be, did not and will not include an 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. As sale of the Time Securities, the Company has complied or will comply with the requirements of Sale, neither (x) Rule 111 under the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior 1933 Act Regulations relating to the Time payment of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:filing fees therefor.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act, including the transaction requirements set forth in General Instruction I.B.1. of such form. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The date of this Agreement is not more than three years subsequent to the initial effective date of the Registration Statement. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or becomes effectiveotherwise under the 0000 Xxx) and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and and, as amended, as applicable, will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939Regulations and did not and, as amended, and the rules and regulations of the Commission promulgated thereunder (collectivelyas applicable, the “Trust Indenture Act”) and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or, as amended or supplemented, as applicable, will include an untrue statement of a material fact or omitted or, as amended or supplemented, as applicable, will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and Applicable Time, the Statutory Prospectus (as defined below), including ) and the documents incorporated therein by reference, as of the Time of Sale all considered together information included on Schedule B hereto (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not as of such times contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include as of such times an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through Lehman Brothers or Merrill Lynch expressly for use in the Registration Statement, any Preliminary Prospectus Statement or Xxxxxxxtxx. Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EDGAR, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective, and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issued, and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference any Underwriter through Merrxxx Lyncx xxxressly for use in the Registration Statement, any Preliminary Prospectus Statement or Prospectus. Each preliminary prospectus and the Prospectus, when they became effective prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement1933 Act Regulations, any Preliminary Prospectus and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EDGAX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior xxcept to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto thereto, and the ADR Registration Statement has become been declared effective by the Commission under the Securities 1933 Act or 1934 Act. No , as applicable, and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto thereto, or the ADR Registration Statement has been issued under the Securities 1933 Act or 1934 Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued as applicable, and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the relevant Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment amendments or supplement was or will be issuedsupplements thereto were issued and at the Closing Time (and, if any Option Securities are purchased, at the relevant Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule B hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), in each case giving effect to any amendment or will be issuedsupplement, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, ) as of the Applicable Time of Sale and the information included on Schedule C hereto, all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Securities have been duly registered under the Securities Act. Each of Act pursuant to the Registration Statement and any Rule 462(b) Statement. The Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No , and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the Prospectus has been issued effectiveness of the Registration Statement and no proceedings for any of those purposes such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of time the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and as of the date hereof, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and Act. The Company satisfies the Trust Indenture Act conditions for the use of 1939Form S-3, as amendedset forth in the General Instructions thereto, and the rules Registration Statement meets, and regulations the offering and sale of the Commission promulgated thereunder (collectivelySecurities as contemplated hereby complies with, the “Trust Indenture Act”) requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and each effective date with respect thereto, did not and will does not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, as of their respective dates, and at each Applicable Time and Settlement Date, as the time the Prospectus or any such amendment or supplement was or will be issuedcase may be, included or will include includes an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties set forth in the immediately preceding paragraph shall not apply to statements in or deemed omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Agent expressly for use therein. For purposes of this Agreement, the only information so furnished shall be incorporated by reference in such Agent’s name (the “Agent Information”). The copies of the Registration Statement, any Preliminary preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, that is required to be filed with the Commission, complied Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Agents (electronically or otherwise) in connection with the offering of the Securities were and will comply in all material respects with be identical to the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Each Issuer Free Writing Prospectus relating to the Securities, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus of its issue date and the Prospectus, as the case may beof each Applicable Time and Settlement Date, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded or modified, or included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances, prevailing at that subsequent time, not misleading. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Agent specifically for use therein. At the time of the initial filing of the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), at the time the Company or another offering participant made a bona fide offer (within the meaning, for this paragraph only, of Rule 164(h)(2) of the Securities Act) was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act, including not having been and not being an “ineligible issuer,” as defined in Rule 405 of the Securities Act; and, without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. The documents incorporated by reference in the Registration or the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder, and any documents so filed and incorporated by reference subsequent to the date of this Agreement or any further amendment or supplement to the Prospectus will, when they are filed with the Commission, conform in all material respects to the requirements of the Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder; and none of such documents include or will include any untrue statement of a material fact or omit or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:.

Compliance with Registration Requirements. The At the time of filing the Original Registration Statement, the Company meets met the requirements for use of Form S-3 S-3ASR under the Securities Act. Each , and the offering and sale of the Securities as contemplated hereby, complies with, the requirements of Rule 415. The Original Registration Statement and any Rule 462(b) was filed by the Company with the Commission not earlier than three years prior to the date hereof. The Original Registration Statement and any post-effective amendment thereto has become became effective under the Securities Act upon filing with the Commission. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act (“Rule 405”), and the Securities have been and remain eligible for registration by the Company on an automatic shelf registration statement. The Company is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act. No stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto part thereof has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission. No order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceeding for that purpose has been instituted or, and to the knowledge of the Company, threatened or contemplated by the Commission or the securities authority of any jurisdiction. Any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Original Registration Statement and any post-effective amendments thereto became or becomes effective, the Registration Statementat each deemed effective date pursuant to Rule 430B(f)(2) and at each Settlement Date, the Rule 462(b) Original Registration Statement and any amendments and supplements thereto complied complied, complies and will comply in all material respects with the requirements of under the Securities Act and the Trust Indenture Act of 1939, as amendedAct, and the rules and regulations of the Commission promulgated thereunder (collectivelydid not, the “Trust Indenture Act”) and did does not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, as of their respective dates, and at each Applicable Time and Settlement Date, as the time the Prospectus or any such amendment or supplement was or will be issuedcase may be, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference representations and warranties set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Original Registration Statement, or any Preliminary Prospectus and post-effective amendment thereby or the Prospectus, when they became effective as amended or at the time they weresupplemented, or hereafter are, filed made in reliance upon and in conformity with the Commission, Agent Information (as hereinafter defined). Any preliminary prospectus (including the base prospectus filed as part of the Original Registration Statement or any amendment thereto) complied and will comply when so filed in all material respects with the requirements Securities Act and any such preliminary prospectus and the Prospectus and any amendments or supplements thereto delivered and to be delivered to each Sales Agent and Forward Purchaser (electronically or otherwise) in connection with the offering of the Exchange Act. The documents incorporated or deemed Placement Securities were and will be identical to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issued, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus preliminary prospectus and the Prospectus, when they became effective or at the time they were, or hereafter are, filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus preliminary prospectus and the Prospectus, at the time the Registration Statement became effective or when the documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus preliminary prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Applicable Time of Sale(as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Applicable Time of Sale all considered together (collectively, the “Time of Sale InformationGeneral Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the ----------------------------------------- Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any U.S. Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements . Neither of the Securities Act. Neither the Prospectus Prospectuses nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus Prospectuses or any such amendment amendments or supplement was or will be issuedsupplements thereto were issued and at the Closing Time (and, if any U.S. Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectuses shall not be incorporated by reference "materially different", as such term is used in Rule 434, from the prospectuses included in the Registration Statement, any Preliminary Prospectus and the Prospectus, when they became effective or Statement at the time they wereit became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the U.S. Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any U.S. Underwriter through the U.S. Representatives expressly for use in the Registration Statement or the U.S. Prospectus. Each preliminary prospectus and the prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the Commission1933 Act, complied and will comply when so filed in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectuses delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement, Statement or any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the CompanyCompany or the Operating Partnership, after due inquiry, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company or the Operating Partnership, after due inquiry, threatened by the Commission or the state securities authority of any jurisdiction. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission (the "Annual Report on Form 10-K")) became or becomes effectiveeffective and at each Representation Date, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Securities Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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. At the date of the Prospectus and at the Closing Date, and the Prospectus, any Preliminary Prospectus and any supplement amendments and supplements thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied did not and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was or will be issued, included or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated If the Company elects to rely upon Rule 434 of the Securities Act Regulations, the Company will comply with the requirements of Rule 434. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to be incorporated the Company in writing by reference the Underwriter expressly for use in the Registration Statement, any Preliminary Prospectus and Statement or the Prospectus, when they became effective . Each preliminary prospectus and Prospectus filed as part of the Registration Statement as originally filed or at the time they wereas part of any amendment thereto, or hereafter are, filed with pursuant to Rule 424 under the CommissionSecurities Act, complied and will comply when so filed in all material respects with the requirements Securities Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with the offering of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the ProspectusShares will, at the time of such delivery, be identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to XXXXX, as except to the case may be, when read together extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the other information in the Registration Statement, any Preliminary Prospectus offering and the Prospectus, as the case may be, did not and will not include an 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. As sale of the Time Securities, the Company has complied or will comply with the requirements of Sale, neither (x) Rule 111 under the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior Securities Act Regulations relating to the Time payment of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:filing fees therefor.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued 1933 Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effectiveeffective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities 1933 Act and the Trust Indenture 1933 Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”) Regulations and did not and will not contain an 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 the Prospectus, any Preliminary Prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance complied and will comply in all material respects with the requirements of the Securities Act. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper)thereto, at the time the Prospectus or any such amendment or supplement was or will be issuedissued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated representations and warranties in this subsection shall not apply to statements in or deemed omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to be incorporated the Company by reference any Underwriter through Merrill Lynch expressly for use in the Registration Statement, Statement (ox xxx xmxxxxxnt thereto) or the Prospectus (or any Preliminary Prospectus amendment or supplement thereto). Each preliminary prospectus and the Prospectus, prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto complied when they became effective or at the time they were, or hereafter are, so filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus 1933 Act Regulations and each preliminary prospectus and the Prospectus, at Prospectus delivered to the time Underwriters for use in connection with this offering was identical to the Registration Statement became effective or when the documents incorporated by reference were electronically transmitted copies thereof filed with the CommissionCommission pursuant to EDGAR, as the case may be, when read together with the other information in the Registration Statement, any Preliminary Prospectus and the Prospectus, as the case may be, did not and will not include an 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. As of the Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior except to the Time of Sale and the Statutory Prospectus (as defined below), including the documents incorporated therein extent permitted by reference, as of the Time of Sale all considered together (collectively, the “Time of Sale Information”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:Regulation S-T.