Common use of Compliance with Registration Requirements Clause in Contracts

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that Company has been prepared and filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any posta registration statement (File No. 333-effective amendment thereto pursuant to Rule 401(g)(2279023) of on Form N-2, including a related basic prospectus, for registration under the 1933 Act Regulations has been received by of the offering and sale of certain securities of the Company, including the Shares. Each of the Such Registration Statement and the Base ProspectusStatement, at the respective times the Registration Statement and including any post-effective amendments thereto became effective filed prior to the date and as of time that this Agreement is executed and delivered by the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended parties hereto (the “1939 ActExecution Time”), has become effective and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No no stop order suspending the effectiveness of the Registration Statement (and the Registration Statement 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 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 ProspectusCompany may have filed, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided as part of an amendment to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission Registration Statement or pursuant to Rule 424(b) under the 1933 Act or such other 1933 Act rule as may be applicable to the Company, one or more amendments thereto, each of which has previously been furnished to you. The Company will file with the Commission one or more prospectus supplements (including any amendment or supplement thereto) (collectively, the “Prospectus Supplement”) related to the Shares in accordance with Rule 424(b) under the 1933 Act, or such other 1933 Act rule as may be applicable to the Company, including all documents incorporated or deemed to be incorporated therein by reference pursuant to the rules or regulations of the Commission. As filed, such Prospectus Supplement, together with the Basic Prospectus, shall contain all information required by the 1933 Act and the 1940 Act and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”), at each Settlement Date (as defined in Section 4(a)(vi) hereof), and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, meets or will meet the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) under the 1933 Act, or such other 1933 Act rule as may be applicable to the Company, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, as of each Time of Sale, at each Settlement Date, and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, the Prospectus (and any supplements thereto) will comply in all material respects with the applicable requirements of the 1933 Act Regulationsand the 1940 Act; on the Effective Date, at the Execution Time and, as amended or supplemented, as of each Time of Sale, at each Settlement Date and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and at no time during the period that begins on the date of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which case they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Manager specifically for inclusion in the Registration Statement or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Manager consists of the name and address of the Manager set forth in the last paragraph under the heading “Plan of Distribution —Conflicts of Interest” in the Prospectus. The Commission has not issued any order preventing or suspending the use of the Prospectus. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus (or any amendment or supplement thereto) (i) at the time it is first provided to they were or hereafter are filed with the Underwriters for such useCommission, complied or will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively called the “Exchange Act”) and (ii) at Closing Timethe time they were or hereafter are filed with the Commission, does when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not and or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement and that the Base Prospectus, at Company or another offering participant (with respect to the respective times offering contemplated hereby) made a bona fide offer (within the Registration Statement and any post-effective amendments thereto became effective and as meaning of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a164(h)(2) of the 1933 Act Regulations)) of the Securities, and the Company was not an “ineligible issuer,” as defined in Rule 405. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations Trustee has duly filed with the Commission a Statement of Eligibility on Form T-1 as an exhibit to the Registration Statement or pursuant to Section 305(b)(2) of the Commission 1939 Act. The Registration Statement became effective upon filing under Rule 462(e) of the 1939 1933 Act Regulations (the “1939 Act RegulationsRule 462(e)”)) on June 29, 2021, and did not and as of the Representation Date and at Closing Time do 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 misleadingany post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to Any offer that was a prospectus which has been provided written communication relating to the Underwriters Securities made by the Company or any person acting on its behalf (within the meaning, for use in connection with the offering this paragraph only, of Rule 163(c) of the Securities which differs from 1933 Act Regulations) prior to the Prospectus time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement originally became effective and any amendment thereto became effective, at the time (if subsequent to the time that the Registration Statement originally became effective) the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 424(b430B(f)(2) of the 1933 Act Regulations, in which case and at the time it is first provided to the Underwriters for such use) and at Closing Time, does the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act, and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and 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, and, at the date hereof and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto contained or will contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 of the 1933 Act Regulations, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringEXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time (including, without limitation, the Pricing Term Sheet, as hereinafter defined) and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus, considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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 Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that Company has been prepared and filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any posta registration statement (File No. 333-effective amendment thereto pursuant to Rule 401(g)(2256733) of on Form N-2, including a related basic prospectus, for registration under the 1933 Act Regulations has been received by of the offering and sale of certain securities of the Company, including the Shares. Each of the Such Registration Statement and the Base ProspectusStatement, at the respective times the Registration Statement and including any post-effective amendments thereto became effective filed prior to the date and as of time that this Agreement is executed and delivered by the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended parties hereto (the “1939 ActExecution Time”), has become effective and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No no stop order suspending the effectiveness of the Registration Statement (and the Registration Statement 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 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 ProspectusCompany may have filed, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided as part of an amendment to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission Registration Statement or pursuant to Rule 424(b) under the 1933 Act or such other 1933 Act rule as may be applicable to the Company, one or more amendments thereto, each of which has previously been furnished to you. The Company will file with the Commission one or more prospectus supplements (including any amendment or supplement thereto) (collectively, the “Prospectus Supplement”) related to the Shares in accordance with Rule 424(b) under the 1933 Act, or such other 1933 Act rule as may be applicable to the Company, including all documents incorporated or deemed to be incorporated therein by reference pursuant to the rules or regulations of the Commission. As filed, such Prospectus Supplement, together with the Basic Prospectus, shall contain all information required by the 1933 Act and the 1940 Act and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”), at each Settlement Date (as defined in Section 4(a)(vi) hereof), and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, meets or will meet the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) under the 1933 Act, or such other 1933 Act rule as may be applicable to the Company, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, as of each Time of Sale, at each Settlement Date, and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, the Prospectus (and any supplements thereto) will comply in all material respects with the applicable requirements of the 1933 Act Regulationsand the 1940 Act; on the Effective Date, at the Execution Time and, as amended or supplemented, as of each Time of Sale, at each Settlement Date and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and at no time during the period that begins on the date of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which case they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Manager specifically for inclusion in the Registration Statement or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Manager consists of the name and address of the Manager set forth in the last paragraph under the heading “Plan of Distribution —Conflicts of Interest” in the Prospectus. The Commission has not issued any order preventing or suspending the use of the Prospectus. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus (or any amendment or supplement thereto) (i) at the time it is first provided to they were or hereafter are filed with the Underwriters for such useCommission, complied or will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively called the “Exchange Act”) and (ii) at Closing Timethe time they were or hereafter are filed with the Commission, does when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not and or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act and the Securities have been duly registered under the 1933 Act pursuant to the Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and has become effective under Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 ProspectusAt the original effectiveness of the Registration Statement, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering time of the Securities which differs from most recent amendment thereto for the Prospectus filed purposes of complying with the Commission pursuant to Rule 424(bSection 10(a)(3) of the 1933 Act Regulations(whether such amendment was by post-effective amendment, in which case incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), at the time it is first provided the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 0000 Xxx) made any offer relating to the Underwriters for such use) Securities in reliance on the exemption of Rule 163 under the 1933 Act, and at Closing as of the Applicable Time, does not the Company was and will not include an untrue statement is a “well-known seasoned issuer” (as defined in Rule 405). At the time of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) shall not apply to statements in or omissions from filing 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto amendment 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 Securities, at the date hereof and at the Prospectus shall be deemed to includeClosing Date, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without limitation, taking into account any electronically transmitted copies thereof filed with determination by the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system paragraph (collectively, “XXXXX”)2) of the definition of such term in Rule 405.

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement that the Company or another offering participant (with respect to the offering contemplated hereby) made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities, the Company was not an “ineligible issuer,” as defined in Rule 405. The Registration Statement became effective upon filing under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”) on March 24, 2009, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the Base Prospectuseffectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, at 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. Any offer that was a written communication relating to the Securities made by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) prior to the time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement and any post-effective amendments thereto originally became effective and as any amendment thereto became effective, at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Representation Date1933 Act Regulations, and at the Closing Time (and, if any Option Securities are purchased, at each Date of Delivery), the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of Act, the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectusand, at the Representation date hereof and at the Closing Time (and, if any Option Securities are purchased, at each Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from Delivery), neither the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and nor any amendments or supplements thereto contained or will not include an contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus and the information included on Schedule C hereto, considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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 and the Operating Partnership have filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement,” as defined under Rule 405 of the rules and regulations (the “1933 Act Regulations”) of the Commission promulgated under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3ASR (Nos. 333-211521 and 333-211521-01), including the related base prospectus, which registers certain securities of the Company (including the Shares) and of the Operating Partnership; such registration statement and any post-effective amendment thereto, became effective upon filing with the Commission in accordance with Rule 462(e) of the 1933 Act Regulations (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”; the various parts of such registration statement, excluding any Form T-1 but including all other exhibits thereto and any prospectus supplement or prospectus relating to the Shares that is filed with the Commission and deemed by virtue of Rule 430B of the 1933 Act Regulations to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the prospectus supplement specifically relating to the Shares prepared and filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations is hereinafter called the “Prospectus Supplement”; the Base Prospectus, as amended and supplemented by the Prospectus Supplement, is hereinafter called the “Prospectus”; any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act; provided, however, that no representation contained in any exhibit to any such incorporated document, other than the representations contained herein, shall be deemed to be made to you; any reference to any amendment or supplement to the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement or base prospectus relating to the Shares filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations and any documents filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated therein, in each case after the date of the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 of the 1933 Act Regulations relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”). The Company meets the requirements for use of the Registration Statement as an automatic shelf registration statement on Form S-3 under the 1933 Act. The Registration Statement became effective under the 1933 Act upon filing with the Commission. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of the 1933 Act Regulations that Regulations, and the Shares have been and remain eligible for registration by the Company on an automatic shelf registration statement. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been filed with issued under the Commission not earlier than three years prior to the date hereof; and 1933 Act, no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations an automatic registration statement has been received by the Company, no order preventing, suspending or objecting to the use of the Prospectus or any Issuer Free Writing Prospectus has been issued and no proceeding for any of those purposes has been instituted or, to the Company’s knowledge, threatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information and there are no outstanding or unresolved comments from the Commission or its staff. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to the Agent and as the Shares pursuant to Rule 430B(f)(2) of the Representation 1933 Act Regulations and at each Settlement Date, complied complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Regulations. The Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission and at each Settlement Date, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Neither the Registration Statement nor any amendment thereto, at the time of its effectiveness, at any deemed effective date with respect to the Agent and the Shares pursuant to Rule 415(a430B(f)(2) of the 1933 Act Regulations)Regulations or at any Settlement Date contained, and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do not contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. No order suspending Neither the effectiveness Prospectus nor any amendment or supplement thereto, as of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectusits issue date, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering time of the Securities which differs from the Prospectus filed any filing with the Commission pursuant to Rule 424(b) of the 1933 Act Regulationsor at any Settlement Date, in which case at the time it is first provided to the Underwriters for such use) and at Closing Timeincluded, does not and includes or will not 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; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXXEXXXX”).

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement that the Company or another offering participant (with respect to the offering contemplated hereby) made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities, the Company was not an “ineligible issuer,” as defined in Rule 405. The Registration Statement became effective upon filing under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”) on February 22, 2013, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the Base Prospectuseffectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, at 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. Any offer that was a written communication relating to the Securities made by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) prior to the time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement and any post-effective amendments thereto originally became effective and as any amendment thereto became effective, at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Representation Date1933 Act Regulations, and at the Closing Time (and, if any Option Securities are purchased, at each Date of Delivery), the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of Act, the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectusand, at the Representation date hereof and at the Closing Time (and, if any Option Securities are purchased, at each Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from Delivery), neither the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and nor any amendments or supplements thereto contained or will not include an contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus and the information included on Schedule C hereto, considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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 Registration Statement is an Company has filed with the Securities and Exchange Commission (the “automatic Commission”) a shelf registration statement” statement on Form S-3 (File No. 333-170374) under the Securities Act of 1933, as defined amended (the “1933 Act”), in respect of the Common Stock (including the Securities) on November 4, 2010, which contains a base prospectus, to be used in connection with the public offering and sale of the Securities; the Company satisfies all eligibility requirements for use of Form S-3 as contemplated by such registration statement and this Agreement; such registration statement became effective under Rule 405 of the 1933 Act Regulations that upon filing; the Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information with respect to such registration statement or otherwise; no stop order suspending the effectiveness of such registration statement or any part thereof has been filed with the Commission not earlier than three years prior issued and no proceeding for that purpose has been initiated or, to the date hereof; knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each Company (the base prospectus filed as part of such registration statement, in the Registration Statement and form in which it was filed with the Base Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”); the various parts of such registration statement, at the respective times the Registration Statement including all exhibits thereto and any post-effective amendments thereto became effective and as of prospectus supplement or prospectus relating to the Representation Date, complied and comply in all material respects Securities that is filed with the requirements Commission and deemed by virtue of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued 430B under the 1933 Act to be part of such registration statement (any such information that was omitted from such registration statement at the time it became effective but that was deemed to be a part and no proceedings for that purpose or included in such registration statement pursuant to Section 8A of Rule 430B under the 1933 Act against the Company or related is referred to the offering of the Securities have been instituted or are pending oras “430B Information”), to the knowledge of the Company, are contemplated by the Commission, and any request on the each as amended at each time such part of the Commission for additional information has been complied with. The Prospectusregistration statement became effective, at are hereinafter collectively called the Representation Date (unless the term “Prospectus” refers to a Registration Statement”; each preliminary prospectus which has been provided to the Underwriters by the Company for use used in connection with the offering of the Securities which differs from that omitted Rule 430B Information, including the related Basic Prospectus in the form first filed by the Company pursuant to Rule 424(b) under the 1933 Act is herein called, a “Preliminary Prospectus”; the final prospectus supplement specifically relating to the Securities prepared and filed with the Commission pursuant to Rule 424(b) of under the 1933 Act Regulationsis hereinafter called the “Prospectus Supplement”; the Basic Prospectus, in which case at as amended and supplemented by the time it Prospectus Supplement, is first provided hereinafter called the “Prospectus”; any reference herein to the Underwriters for such use) Basic Prospectus, each Preliminary Prospectus or the Prospectus shall be deemed to refer to and at Closing Time, does not and will not include an untrue statement the documents incorporated by reference therein pursuant to Item 12 of a material fact or omit to state a material fact necessary in order to make Form S-3 under the statements therein, in the light of the circumstances under which they were made, not misleading1933 Act; provided, however, that no representation or warranty included in any exhibit to any such incorporated document, other than the representations and warranties in this subsection (iv) shall not apply contained herein, is deemed to statements in be made to you; any reference to any amendment or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished supplement to the Company in writing by Basic Prospectus, any Underwriter through the Representatives expressly for use in the Registration Statement Preliminary Prospectus or the Prospectus or the information contained in shall be deemed to refer to and include any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references post-effective amendment to the Registration Statement, any post-effective amendments thereto and prospectus supplement or base prospectus relating to the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof Securities filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the 1933 Act and any documents filed under the Securities Exchange Act of 1934, Analysisas amended (the “1934 Act”), and Retrieval system incorporated therein, in each case after the date of the Basic Prospectus, each Preliminary Prospectus or its Interactive Data Electronic Applications system (collectivelythe Prospectus, “XXXXX”)as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement.

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that Company has been prepared and filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any posta registration statement (File No. 333-effective amendment thereto pursuant to Rule 401(g)(2203147) of on Form N-2, including a related basic prospectus, for registration under the 1933 Act Regulations has been received by the Company. Each of the offering and sale of the Shares (the “Registration Statement and the Base ProspectusStatement”). Such Registration Statement, at the respective times the Registration Statement and including any post-effective amendments thereto became effective filed prior to the date and as of time that this Agreement is executed and delivered by the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended parties hereto (the “1939 ActExecution Time”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”)has become effective, and did not and as of the Representation Date and at Closing Time do 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. No no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act issued, and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities any such purpose, have been instituted or are pending or, to the knowledge of the Company, are contemplated have been threatened by the Commission, and any request on the part of the Commission for additional information with respect thereto has been complied with. The Company may have filed, as part of an amendment to the Registration Statement or pursuant to Rule 497 under the 1933 Act, one or more amendments thereto, each of which has previously been furnished to you. The Company will file with the Commission one or more prospectus supplements (collectively, the “Prospectus Supplement”) related to the Shares in accordance with Rule 497 under the 1933 Act. As filed, such Prospectus Supplement, together with the Basic Prospectus, shall contain all information required by the 1933 Act and the 1940 Act and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Representation Execution Time, as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”), at each Settlement Date (unless the term “Prospectus” refers to as defined in Section 3(a)(vi) hereof), and at all times during which a prospectus which has been provided to the Underwriters is required by the Company for use 1933 Act to be delivered in connection with any sale of Shares, meets or will meet the offering requirements set forth in Rule 415(a)(1)(x) under the 1933 Act. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 497 under the 1933 Act, as of the Securities which differs from the Prospectus date that it is filed with the Commission pursuant Commission, the date of the Prospectus Supplement, as of each Time of Sale, at each Settlement Date, and at all times during which a prospectus is required by the 1933 Act to Rule 424(bbe delivered in connection with any sale of Shares, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the 1933 Act Regulationsand the 1940 Act; on the Effective Date, in which case at the time it is first provided to the Underwriters for such use) Execution Time and, as amended or supplemented, as of each Time of Sale, at each Settlement Date and at Closing Timeall times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, does the Registration Statement did not and will not include an contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and at no time during the period that begins on the date of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, include any untrue statement of a material fact or 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; provided, however, that the Company makes no representations and or warranties in this subsection (iv) shall not apply as to statements the information contained in or omissions omitted from the Registration Statement Statement, or the Prospectus made (or any supplement thereto), in reliance upon and in conformity with information furnished in writing to the Company in writing by any Underwriter through or on behalf of the Representatives expressly Manager specifically for use inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information contained in any Statement furnished by the Manager consists of Eligibility and Qualification of a trustee the last paragraph under the 1939 Act filed as an exhibit to heading “Plan of Distribution”. The Commission has not issued any order preventing or suspending the Registration Statement (a “Form T-1”). For purposes use of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)Prospectus.

Compliance with Registration Requirements. (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto, if any, for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405, and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 of the 1933 Act Regulations that “automatic shelf registration statement.” The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by objecting to the Company. Each use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement and the Base ProspectusStatement, at the respective times earliest time thereafter that the Registration Statement and any post-effective amendments thereto became effective and as Company or another offering participant made a bona fide offer (within the meaning of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a164(h)(2) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering ) of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by date hereof, the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does was not and will is not include an untrue statement of a material fact or omit to state a material fact necessary “ineligible issuer,” as defined in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)Rule 405.

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement and that the Base Prospectus, at Company or another offering participant (with respect to the respective times offering contemplated hereby) made a bona fide offer (within the Registration Statement and any post-effective amendments thereto became effective and as meaning of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a164(h)(2) of the 1933 Act Regulations)) of the Securities, and the Company was not an “ineligible issuer,” as defined in Rule 405. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations Trustee has duly filed with the Commission a Statement of Eligibility on Form T-1 as an exhibit to the Registration Statement or pursuant to Section 305(b)(2) of the Commission 1939 Act. The Registration Statement became effective upon filing under Rule 462(e) of the 1939 1933 Act Regulations (the “1939 Act RegulationsRule 462(e)”)) on December 21, 2015, and did not and as of the Representation Date and at Closing Time do 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 misleadingany post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to Any offer that was a prospectus which has been provided written communication relating to the Underwriters Securities made by the Company or any person acting on its behalf (within the meaning, for use in connection with the offering this paragraph only, of Rule 163(c) of the Securities which differs from 1933 Act Regulations) prior to the Prospectus time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement originally became effective and any amendment thereto became effective, at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 424(b430B(f)(2) of the 1933 Act Regulations, in which case and at the time it is first provided to the Underwriters for such use) and at Closing Time, does the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act, and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and 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, and, at the date hereof and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto contained or will contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time (including, without limitation, the Pricing Term Sheet, as hereinafter defined) and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus, considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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 Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives Representative expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that Company has been prepared and filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any posta registration statement (File No. 333-effective amendment thereto pursuant to Rule 401(g)(2256733) of on Form N-2, including a related basic prospectus, for registration under the 1933 Act Regulations has been received by of the offering and sale of certain securities of the Company, including the Shares. Each of the Such Registration Statement and the Base ProspectusStatement, at the respective times the Registration Statement and including any post-effective amendments thereto became effective filed prior to the date and as of time that this Agreement is executed and delivered by the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended parties hereto (the “1939 ActExecution Time”), has become effective and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No no stop order suspending the effectiveness of the Registration Statement (and the Registration Statement 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 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 ProspectusCompany may have filed, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided as part of an amendment to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission Registration Statement or pursuant to Rule 424(b) under the 1933 Act or such other 1933 Act rule as may be applicable to the Company, one or more amendments thereto, each of which has previously been furnished to you. The Company will file with the Commission one or more prospectus supplements (collectively, the “Prospectus Supplement”) related to the Shares in accordance with Rule 424(b) under the 1933 Act, or such other 1933 Act rule as may be applicable to the Company, including all documents incorporated or deemed to be incorporated therein by reference pursuant to the rules or regulations of the Commission. As filed, such Prospectus Supplement, together with the Basic Prospectus, shall contain all information required by the 1933 Act and the 1940 Act and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”), at each Settlement Date (as defined in Section 4(a)(vi) hereof), and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, meets or will meet the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) under the 1933 Act, or such other 1933 Act rule as may be applicable to the Company, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, as of each Time of Sale, at each Settlement Date, and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, the Prospectus (and any supplements thereto) will comply in all material respects with the applicable requirements of the 1933 Act Regulationsand the 1940 Act; on the Effective Date, at the Execution Time and, as amended or supplemented, as of each Time of Sale, at each Settlement Date and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and at no time during the period that begins on the date of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which case they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Manager specifically for inclusion in the Registration Statement or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Manager consists of the name and address of the Manager set forth in the last paragraph under the heading “Plan of Distribution —Conflicts of Interest” in the Prospectus. The Commission has not issued any order preventing or suspending the use of the Prospectus. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus (or any amendment or supplement thereto) (i) at the time it is first provided to they were or hereafter are filed with the Underwriters for such useCommission, complied or will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively called the “Exchange Act”) and (ii) at Closing Timethe time they were or hereafter are filed with the Commission, does when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not and or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Fund meets the requirements of General Instruction 1.A of Form S-3, has been registered as an investment company pursuant to Section 8(e) of the 1940 Act for at least twelve calendar months and has timely filed all reports required to be filed under Section 30 of the 1940 Act for the past twelve calendar months. The Registration Statement is an “automatic shelf registration statement” (as defined under in Rule 405 405) and the Securities have been and remain eligible for registration by the Fund on such automatic shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act Regulations that has been filed with Act. No stop order suspending the Commission not earlier than three years prior to the date hereof; and no notice of objection effectiveness of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act Act, no order preventing or suspending the use of the Preliminary Prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to the Fund’s knowledge, contemplated, and no order of suspension or revocation of the registration of the Fund pursuant to Section 8A 8(e) of the 1933 1940 Act against the Company or related to the offering of the Securities has been issued, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the CompanyFund or the Advisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The ProspectusEach of the Registration Statement and any post-effective amendment thereto, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided time of its effectiveness and at each deemed effective date with respect to the Underwriters by Underwriter pursuant to Rule 430B(f)(2) under the Company 1933 Act Regulations, and the notification on Form N-8A and any amendments at the Time of Sale and the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, the 1940 Act and the 1940 Act Regulations. The Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Time of Sale and the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1940 Act and the 1940 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriter for use in connection with the this offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided were and will be identical to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale 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 1934 Act, and Retrieval system or its Interactive Data Electronic Applications system the rules and regulations of the Commission thereunder (collectively, the “XXXXX1934 Act Regulations”), and the 1940 Act and the 1940 Act Regulations.

Compliance with Registration Requirements. The Registration Statement is Company meets the requirements for use of an “automatic shelf registration statementregistration” as defined under in Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; rules and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) regulations of the 1933 Act Regulations has (the “Rules and Regulations”) on Form S-3 under the 1933 Act and the Securities have been received by duly registered under the Company1933 Act pursuant to the Registration Statement. Each of the Registration Statement and the Base Prospectus, at the respective times the Initial Registration Statement and any post-effective amendments thereto became were effective and as of the Representation Date, complied and comply in all material respects with the requirements of upon filing under the 1933 Act and any Rule 462(b) Registration Statement has become effective under the 1933 Act Regulations or, not later than 8:00 a.m. (including Rule 415(aNew York City time) on the business day immediately after the date of this Agreement, will become effective under the 1933 Act Regulations)Act, and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Rules and Regulations has been received by the Company (the prospectus filed as part of such automatic shelf registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”) and any request on the part of the Commission for additional information has been complied with. The Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus Initial Registration Statement was initially filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulationson October 2, in which case at the time it is first provided to the Underwriters for such use) 2017 and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance became effective 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 the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)filing.

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters you by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters you for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives you expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement and that the Base Prospectus, at Company or another offering participant (with respect to the respective times offering contemplated hereby) made a bona fide offer (within the Registration Statement and any post-effective amendments thereto became effective and as meaning of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a164(h)(2) of the 1933 Act Regulations)) of the Securities, and the Company was not an “ineligible issuer,” as defined in Rule 405. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations Trustee has duly filed with the Commission a Statement of Eligibility on Form T-1 as an exhibit to the Registration Statement or pursuant to Section 305(b)(2) of the Commission 1939 Act. The Registration Statement became effective upon filing under Rule 462(e) of the 1939 1933 Act Regulations (the “1939 Act RegulationsRule 462(e)”)) on November 5, 2018, and did not and as of the Representation Date and at Closing Time do 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 misleadingany post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to Any offer that was a prospectus which has been provided written communication relating to the Underwriters Securities made by the Company or any person acting on its behalf (within the meaning, for use in connection with the offering this paragraph only, of Rule 163(c) of the Securities which differs from 1933 Act Regulations) prior to the Prospectus time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement originally became effective and any amendment thereto became effective, at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 424(b430B(f)(2) of the 1933 Act Regulations, in which case and at the time it is first provided to the Underwriters for such use) and at Closing Time, does the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act, and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and 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, and, at the date hereof and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto contained or will contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringEXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time (including, without limitation, the Pricing Term Sheet, as hereinafter defined) and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus, considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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 A registration statement on Form S-3 (Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 No. 333-_____) in respect of the 1933 Act Regulations that Securities has been filed with the Securities and Exchange Commission not earlier than three years prior to (the date hereof; "Commission"). Such registration statement and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto registration statement filed pursuant to Rule 401(g)(2462(b) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 "1933 Act Regulations”"), hereinafter referred to as the "Rule 462(b) Registration Statement," in the form heretofore delivered or to be delivered to the Underwriters, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus included therein (except for any statements in such documents which are deemed under Rule 412 under the Securities Act of 1933, as amended (the "1933 Act"), not to be incorporated by reference in such Prospectus), and did not such registration statement and as of any Rule 462(b) Registration Statement in such form has been declared effective by the Representation Date Commission and at Closing Time do 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. No no stop order suspending the effectiveness of the such registration statement and any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings proceeding for that purpose has been initiated or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the CommissionCommission (any preliminary prospectus included in such registration statement being hereinafter called a "Preliminary Prospectus"; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1, each as amended at the time such part became effective, and any request on Rule 462(b) Registration Statement, being hereinafter collectively called the part of "Registration Statement"; the Commission for additional information has been complied with. The Prospectusprospectus (including, at the Representation Date (unless the term “Prospectus” refers to a if applicable, any prospectus which has been provided supplement) relating to the Underwriters by Underwritten Securities, in the Company form in which it has most recently been filed, or transmitted for use in connection with the offering of the Securities which differs from the Prospectus filed filing, with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided on or prior to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes date of this Section 1(a)Underwriting Agreement, all references being hereinafter called the "Prospectus"; any reference herein to the Registration Statement, any post-effective amendments thereto and Preliminary Prospectus or the Prospectus shall be deemed to includerefer to and include the documents incorporated by reference therein pursuant to the applicable form under the 1933 Act as of the date of such Registration Statement, without limitationPreliminary Prospectus or Prospectus, as the case may be; any electronically reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated therein by reference; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as each time amended or supplemented to relate to Underwritten Securities sold pursuant to this Underwriting Agreement, in the form in which it is filed with, or transmitted copies thereof filed with for filing to, the Commission pursuant to its Electronic Data GatheringRule 424 under the 1933 Act Regulations, Analysis, and Retrieval system including any documents incorporated therein by reference as of the date of such filing or its Interactive Data Electronic Applications system (collectively, “XXXXX”mailing).

Compliance with Registration Requirements. The Registration Statement is Company has filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3 (File No. 333-165165), in respect of the 1933 Act Regulations that has been filed with Company’s Common Stock (including the Commission Shares) (collectively, the “Securities”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of under the 1933 Act Regulations has been received by the Company. Each Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”; the various parts of such registration statement, excluding any Form T-1 but including all other exhibits thereto and any prospectus supplement or prospectus relating to the Shares that is filed with the Commission and deemed by virtue of Rule 430B under the 1933 Act to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement Statement”; the prospectus supplement specifically relating to the Shares prepared and filed with the Base Commission pursuant to Rule 424(b) under the 1933 Act is hereinafter called the “Prospectus Supplement”; the Basic Prospectus, at as amended and supplemented by the respective times Prospectus Supplement, is hereinafter called the Registration Statement “Prospectus”; any reference herein to the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act; any reference to any amendment or supplement to the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendments thereto became effective amendment to the Registration Statement, any prospectus supplement or base prospectus relating to the Shares filed with the Commission pursuant to Rule 424(b) under the 1933 Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated therein, in each case after the date of the Representation DateBasic Prospectus, complied the Prospectus Supplement or the Prospectus, including any amendments or supplements thereto, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and comply include any documents filed under the 1934 Act after the date of this Agreement and incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act relating to the Shares that (i) is required to be filed with the Commission by the Company, (ii) is a “road show” that is a “written communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms is hereinafter called an “Issuer Free Writing Prospectus”). No order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and the Basic Prospectus and the Prospectus Supplement, at the time of filing thereof, conformed in all material respects with to the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act thereunder (the “1939 1933 Act Regulations”), ) and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters you by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters you for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives you expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an Company has filed with the Securities and Exchange Commission (the “automatic Commission”) a shelf registration statement” statement on Form S‑3 (File No. 333‑225628) under the Securities Act of 1933, as defined amended (the “1933 Act”), in respect of the Preferred Stock and Depositary Shares (including the Securities and the Company’s common stock, par value $0.01 per share (the “Common Stock”)) on June 14, 2018, which contains a base prospectus, to be used in connection with the public offering and sale of the Securities and the shares of Common Stock issuable upon conversion of the Securities; the Company satisfies all eligibility requirements for use of Form S‑3 as contemplated by such registration statement and this Agreement; such registration statement became effective on June 14, 2018 under Rule 405 of 462(e) the 1933 Act Regulations that (“Rule 462(e)”) upon filing, and any post-effective amendment thereto also became effective upon filing under Rule 462(e); the Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information with respect to such registration statement or otherwise; no stop order suspending the effectiveness of such registration statement or any part thereof has been filed with the Commission not earlier than three years prior issued and no proceeding for that purpose has been initiated or, to the date hereof; knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each Company (the base prospectus filed as part of such registration statement, in the Registration Statement and form in which it was filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”); the various parts of such registration statement, at the respective times the Registration Statement including all exhibits thereto and any post-effective amendments thereto became effective and as of prospectus supplement or prospectus relating to the Representation Date, complied and comply in all material respects Securities that is filed with the requirements Commission and deemed by virtue of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued 430B under the 1933 Act to be part of such registration statement (any such information that was omitted from such registration statement at the time it became effective but that was deemed to be a part and no proceedings for that purpose or included in such registration statement pursuant to Section 8A of Rule 430B under the 1933 Act against the Company or related is referred to the offering of the Securities have been instituted or are pending oras “430B Information”), to the knowledge of the Company, are contemplated by the Commission, and any request on the each as amended at each time such part of the Commission for additional information has been complied with. The Prospectusregistration statement became effective, at are hereinafter collectively called the Representation Date (unless the term “Prospectus” refers to a Registration Statement”; each preliminary prospectus which has been provided to the Underwriters by the Company for use used in connection with the offering of the Securities which differs from that omitted Rule 430B Information, including the related Base Prospectus in the form first filed by the Company pursuant to Rule 424(b) under the 1933 Act is herein called, a “Preliminary Prospectus”; the final prospectus supplement specifically relating to the Securities prepared and filed with the Commission pursuant to Rule 424(b) of under the 1933 Act Regulationsis hereinafter called the “Prospectus Supplement”; the Base Prospectus, in which case at as amended and supplemented by the time it Prospectus Supplement, is first provided hereinafter called the “Prospectus”; any reference herein to the Underwriters for such use) Base Prospectus, each Preliminary Prospectus or the Prospectus shall be deemed to refer to and at Closing Time, does not and will not include an untrue statement the documents incorporated by reference therein pursuant to Item 12 of a material fact or omit to state a material fact necessary in order to make Form S‑3 under the statements therein, in the light of the circumstances under which they were made, not misleading1933 Act; provided, however, that no representation or warranty included in any exhibit to any such incorporated document, other than the representations and warranties in this subsection (iv) shall not apply contained herein, is deemed to statements in be made to you; any reference to any amendment or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished supplement to the Company in writing by Base Prospectus, any Underwriter through the Representatives expressly for use in the Registration Statement Preliminary Prospectus or the Prospectus or the information contained in shall be deemed to refer to and include any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references post-effective amendment to the Registration Statement, any post-effective amendments thereto and prospectus supplement or base prospectus relating to the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof Securities filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the 1933 Act and any documents filed under the Securities Exchange Act of 1934, Analysisas amended (the “1934 Act”), and Retrieval system incorporated therein, in each case after the date of the Base Prospectus, each Preliminary Prospectus or its Interactive Data Electronic Applications system (collectivelythe Prospectus, “XXXXX”)as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement.

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of under the 1933 Act Regulations that has been filed Securities Act, and became effective upon its filing with the Commission on March 2, 2016. The Company has not earlier than three years prior to the date hereof; and no notice of objection of received from the Commission to the use of such Registration Statement or any post-effective amendment thereto notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the Company’s use of the 1933 Act Regulations automatic shelf registration form. The Company has been received by complied, to the CompanyCommission’s satisfaction with all requests of the Commission for additional or supplemental information, if any. Each No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. At the time the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “Annual Report”) was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, as well as at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Offered Shares in reliance on the exemption of Rule 163 under the Securities Act, the Company was a “well known seasoned issuer” as defined in Rule 405 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 Time of Sale Prospectus and the Base Prospectus, at the respective times time they were or hereafter are filed with the Registration Statement and any post-effective amendments thereto Commission, or became effective and under the Exchange Act, as of the Representation Datecase may be, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Exchange Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto, if any, for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Notes in reliance on the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405, and the Notes, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 of the 1933 Act Regulations that “automatic shelf registration statement.” The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by objecting to the Company. Each use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement and the Base ProspectusStatement, at the respective times earliest time thereafter that the Registration Statement and any post-effective amendments thereto became effective and as Company or another offering participant made a bona fide offer (within the meaning of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a164(h)(2) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case Notes and at the time it is first provided to date hereof, the Underwriters for such use) and at Closing Time, does Company was not and will is not include an untrue statement of a material fact or omit to state a material fact necessary “ineligible issuer,” as defined in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)Rule 405.

Compliance with Registration Requirements. The Registration Statement is Company meets the requirements for use of Form S-3 under the 1933 Act and has filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” , as defined in Rule 405, on Form S-3 (File No. 333-228108) covering the registration of the Securities under the 1933 Act, including a related Base Prospectus. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 405 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission under the 1933 Act Regulations that (the “1933 Act Regulations”), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been filed furnished to you. Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Commission not earlier than three years 1933 Act and the 1933 Act Regulations, and, except to the extent the Representatives shall agree in writing to a modification, 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 Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the 1934 Act on or before the Effective Date of the Registration Statement or the issue date hereofof the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and no notice any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of objection any document under the 1934 Act after the Effective Date of the Commission Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Each of the use Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto pursuant or notice objecting to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement its use has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 ProspectusOn each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and at the Representation Date Closing Time, the Final Prospectus (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use and any supplement thereto) will, comply in connection all material respects with the offering applicable requirements of the Securities which differs from 1933 Act and the Prospectus filed 1933 Act Regulations, the 1934 Act and the respective rules thereunder (the “1934 Act Regulations”) and the 1939 Act and the respective rules thereunder (the “1939 Act Regulations”); on each Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on each Effective Date and at the Closing Time the Indenture did comply in all material respects with the Commission applicable requirements of the 1939 Act and the 1939 Act Regulations, and on the date of any filing pursuant to Rule 424(b) of the 1933 Act Regulations, in which case and at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and the Final Prospectus (together with any supplement thereto) will not include an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and warranties in this subsection Qualification (ivForm T-1) shall not apply to statements under the 1939 Act of the Trustee or (ii) the information contained in or omissions omitted from the Registration Statement or the Final Prospectus made (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any Underwriter through the Representatives expressly specifically for use inclusion in the Registration Statement or the Final Prospectus (or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”supplement thereto).

Compliance with Registration Requirements. The Registration Statement has become effective under the Securities Act. The Company has complied, to the Commission's satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. At the time the Company's Annual Report on Form 10-K for the year ended June 30, 2013 (the “Annual Report”) was filed with the Commission, as well as at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Offered Shares in reliance on the exemption of Rule 163 under the Securities Act, the Company was a “well known seasoned issuer” as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of under the 1933 Act Regulations that Securities Act, and became effective upon filing on October 25, 2012. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act objecting to the Company's use of the 1933 automatic shelf registration form. The Company meets the requirements for use of Form S-3 under the Securities Act Regulations has been received specified in FINRA Conduct Rule 5110(B)(7)(C)(i). The documents incorporated or deemed to be incorporated by the Company. Each of reference in the Registration Statement Statement, the Time of Sale Prospectus and the Base Prospectus, at the respective times time they were or hereafter are filed with the Registration Statement and any post-effective amendments thereto Commission, or became effective and under the Exchange Act, as of the Representation Datecase may be, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Exchange Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that Company has been filed with the Securities and Exchange Commission not earlier than three years prior to (the date hereof; and no notice of objection "Commission") a registration statement on Form S-3 (No. 333-______) covering the registration of the Commission to Securities under the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Securities Act of 19391933, as amended (the “1939 "1933 Act”"), including the related preliminary prospectus. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission under the 1939 1933 Act (the “1939 "1933 Act Regulations”), ") and did not and as paragraph (b) of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date Rule 424 (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to "Rule 424(b)") of the 1933 Act Regulations, . The information included in which case such prospectus that was omitted from such registration statement at the time it became effective but that is first provided deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information". Each prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information that was used after such effectiveness and prior to the Underwriters for such useexecution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, the documents incorporated therein by reference and schedules thereto at the time it became effective and including the Rule 430A Information is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that 1933 Act Regulations is herein referred to as the representations and warranties in this subsection (iv"Rule 462(b) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto ," and after such filing the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).term "

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement and that the Base Prospectus, at Company or another offering participant (with respect to the respective times offering contemplated hereby) made a bona fide offer (within the Registration Statement and any post-effective amendments thereto became effective and as meaning of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a164(h)(2) of the 1933 Act Regulations)) of the Securities, and the Company was not an “ineligible issuer,” as defined in Rule 405. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations Trustee has duly filed with the Commission a Statement of Eligibility on Form T-1 as an exhibit to the Registration Statement or pursuant to Section 305(b)(2) of the Commission 1939 Act. The Registration Statement became effective upon filing under Rule 462(e) of the 1939 1933 Act Regulations (the “1939 Act RegulationsRule 462(e)”)) on February 22, 2013, and did not and as of the Representation Date and at Closing Time do 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 misleadingany post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to Any offer that was a prospectus which has been provided written communication relating to the Underwriters Securities made by the Company or any person acting on its behalf (within the meaning, for use in connection with the offering this paragraph only, of Rule 163(c) of the Securities which differs from 1933 Act Regulations) prior to the Prospectus time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement originally became effective and any amendment thereto became effective, at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 424(b430B(f)(2) of the 1933 Act Regulations, in which case and at the time it is first provided to the Underwriters for such use) and at Closing Time, does the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act, and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and 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, and, at the date hereof and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto contained or will contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time (including, without limitation, the Pricing Term Sheet, as hereinafter defined) and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus, considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement that the Company or another offering participant (with respect to the offering contemplated hereby) made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities, the Company was not an “ineligible issuer,” as defined in Rule 405. The Registration Statement became effective upon filing under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”) on November 5, 2018, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the Base Prospectuseffectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, at 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. Any offer that was a written communication relating to the Securities made by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) prior to the time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement and any post-effective amendments thereto originally became effective and as any amendment thereto became effective, at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Representation Date1933 Act Regulations, and at the Closing Time (and, if any Option Securities are purchased, at each Date of Delivery), the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of Act, the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectusand, at the Representation date hereof and at the Closing Time (and, if any Option Securities are purchased, at each Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from Delivery), neither the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and nor any amendments or supplements thereto contained or will not include an contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringEXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus and the information included on Schedule C hereto, considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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. (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Operating Partnership or the Company or any person acting on its or their behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations, and (D) on the date of this Agreement (with such date being used as the determination date for purposes of this clause (D)), each of the Operating Partnership and the Company was and is a “well-known seasoned issuer” (as defined in Rule 405 of the 1933 Act Regulations). The Registration Statement is an “automatic shelf registration statement” ”, as defined under in Rule 405 of the 1933 Act Regulations Regulations, that has been filed with the Commission not earlier than initially became effective within three years prior to of the date hereof; , and no notice of objection of neither the Operating Partnership nor the Company has received from the Commission to the use of such Registration Statement or any post-effective amendment thereto notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and neither the Operating Partnership nor the Company has been received by otherwise ceased to be eligible to use the Companyautomatic shelf registration statement form. Each No stop order suspending the effectiveness of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and or any post-effective amendments amendment thereto became effective has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and as no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Representation DateCompany and the Operating Partnership, contemplated. The Company and the Operating Partnership have complied and comply in all material respects with each request (if any) from the requirements Commission for additional information. The Registration Statement, at each time of effectiveness under the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations)each, and the Trust Indenture Act of 1939, as amended (the an “1939 ActEffective Date”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”)did not contain, and any post-effective amendment thereto, at such date, did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the The Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending orStatement, to the knowledge of the Companyat each Effective Date, are contemplated by the Commissioncomplied, and any request on the part of the Commission for additional information has been complied with. The Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus time it is filed with the Commission pursuant to Rule 424(b) of under the 1933 Act, and as amended or supplemented, if applicable, when so filed, will comply, in all material respects with the 1933 Act, the 1933 Act RegulationsRegulations and the Trust Indenture Act of 1939, in which case at as amended (the time it is first provided to “Trust Indenture Act”). The Prospectus, as of its date, did not include, and, as amended or supplemented, if applicable, and, as of the Underwriters for such use) and at Closing Time, does not and will not include an include, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the . The representations and warranties in this subsection (iv) 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 and the Operating Partnership in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus or and to those parts of the information contained in any Registration Statement that constitute the Statement of Eligibility and Qualification of a trustee (Form T-1) under the 1939 Trust Indenture Act filed as an exhibit to of the Registration Statement (a “Form T-1”)Trustee. For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto The preliminary prospectus and the Prospectus shall be deemed delivered or made available to include, without limitation, any the Underwriters for use in connection with the offering of the Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement and that the Base Prospectus, at Company or another offering participant (with respect to the respective times offering contemplated hereby) made a bona fide offer (within the Registration Statement and any post-effective amendments thereto became effective and as meaning of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a164(h)(2) of the 1933 Act Regulations)) of the Securities, and the Company was not an “ineligible issuer,” as defined in Rule 405. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations Trustee has duly filed with the Commission a Statement of Eligibility on Form T-1 as an exhibit to the Registration Statement or pursuant to Section 305(b)(2) of the Commission 1939 Act. The Registration Statement became effective upon filing under Rule 462(e) of the 1939 1933 Act Regulations (the “1939 Act RegulationsRule 462(e)”)) on February 16, 2024, and did not and as of the Representation Date and at Closing Time do 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 misleadingany post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to Any offer that was a prospectus which has been provided written communication relating to the Underwriters Securities made by the Company or any person acting on its behalf (within the meaning, for use in connection with the offering this paragraph only, of Rule 163(c) of the Securities which differs from 1933 Act Regulations) prior to the Prospectus time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement originally became effective and any amendment thereto became effective, at the time (if subsequent to the time that the Registration Statement originally became effective) the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 424(b430B(f)(2) of the 1933 Act Regulations, in which case and at the time it is first provided to the Underwriters for such use) and at Closing Time, does the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act, and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and 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, and, at the date hereof and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto contained or will contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 of the 1933 Act Regulations, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time (including, without limitation, the Pricing Term Sheet, as hereinafter defined) and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus, considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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 Registration Statement is Company meets the requirements for use of Form S-3 under the 1933 Act and has prepared and filed with the Commission an “automatic shelf registration statement” ”, as defined under in Rule 405 (the file number of which is set forth in Exhibit B hereto) on Form S-3, including a related Base Prospectus, for registration under the 1933 Act Regulations that has been of the offering and sale of the Securities. Such Registration Statement, including any post-effective amendments thereto filed with the Commission not earlier than three years prior to the date hereof, became effective on filing. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission; and no notice of objection of the Commission to the use of such Registration Statement registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of under the 1933 Act Regulations has been received by the Company; and any request on the part of the Commission for additional information has been complied with. Each The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the 1933 Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date hereof or, to the extent not completed at the date hereof, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the date hereof, will be included or made therein. The Registration Statement, at the date hereof, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement and was not earlier than the Base Prospectusdate three years before the date hereof. On each Effective Date, at the respective times the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Final Prospectus (and any post-effective amendments thereto became effective and as of the Representation Datesupplement thereto) will, complied and comply in all material respects with the applicable requirements of the 1933 Act and Act, the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939Act; on each Effective Date and at the date hereof, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and Registration Statement did not and as of the Representation Date and at Closing Time do will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. No order suspending ; on the effectiveness Effective Date and on the Closing Date the Indenture did and will comply in all material respects with the applicable requirements of the Registration Statement has been issued under the 1933 Trust Indenture Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, rules thereunder; and any request on the part date of the Commission for additional information has been complied with. The Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission any filing pursuant to Rule 424(b) of ), on the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) Closing Date and at Closing Timeany time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, does not and the Final Prospectus (together with any supplement thereto) will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the . The representations and warranties in this subsection (iv) shall not apply to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Final Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives any Representative expressly for use in the Registration Statement or the Final Prospectus or any amendment thereof or supplement thereto. Each Preliminary Prospectus as originally filed or as part of any amendment thereto or filed pursuant to Rule 424 under the 1933 Act complied when so filed in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Disclosure Package, as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use 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. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the 1934 Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at the date hereof (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405. (B) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the date hereof (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an “ineligible issuer” (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an “ineligible issuer”. Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 3(c) hereto does not include any information that conflicts with the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, including any post-effective amendments thereto document incorporated therein by reference and the Prospectus shall be any prospectus supplement deemed to includebe a part thereof that has not been superseded or modified, without limitationand each such Issuer Free Writing Prospectus, any electronically transmitted copies thereof filed when taken together with the Commission pursuant Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to its Electronic Data Gatheringstate a material fact necessary in order to make the statements therein, Analysisin the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and Retrieval system in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or its Interactive Data Electronic Applications system (collectively, “XXXXX”)on behalf of any Underwriter consists of the information described as such in Section 6 hereof.

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement and that the Base Prospectus, at Company or another offering participant (with respect to the respective times offering contemplated hereby) made a bona fide offer (within the Registration Statement and any post-effective amendments thereto became effective and as meaning of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a164(h)(2) of the 1933 Act Regulations)) of the Securities, and the Company was not an “ineligible issuer,” as defined in Rule 405. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations Trustee has duly filed with the Commission a Statement of Eligibility on Form T-1 as an exhibit to the Registration Statement or pursuant to Section 305(b)(2) of the Commission 1939 Act. The Registration Statement became effective upon filing under Rule 462(e) of the 1939 1933 Act Regulations (the “1939 Act RegulationsRule 462(e)”)) on November 5, 2018, and did not and as of the Representation Date and at Closing Time do 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 misleadingany post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to Any offer that was a prospectus which has been provided written communication relating to the Underwriters Securities made by the Company or any person acting on its behalf (within the meaning, for use in connection with the offering this paragraph only, of Rule 163(c) of the Securities which differs from 1933 Act Regulations) prior to the Prospectus time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement originally became effective and any amendment thereto became effective, at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 424(b430B(f)(2) of the 1933 Act Regulations, in which case and at the time it is first provided to the Underwriters for such use) and at Closing Time, does the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act, and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and 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, and, at the date hereof and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto contained or will contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time (including, without limitation, the Pricing Term Sheet, as hereinafter defined) and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus, considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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 Each of the Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 and any post-effective amendment thereto have been prepared by the Company in conformity with the requirements of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; Act. The Company meets all conditions and no notice of objection of the Commission to requirements for the use of such Form S-3 to register the offer and sale of the Shares in accordance with the General Instruction I.B.6 of Form S-3. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act Act, no order preventing or suspending the use of the Prospectus has been issued and no proceedings for that purpose or pursuant to Section 8A any of the 1933 Act against the Company or related to the offering of the Securities those purposes have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commissioncontemplated. The Company has complied with each request, and any request on the part of if any, from the Commission for additional information has been complied withinformation. The ProspectusEach of the Registration Statement and any post-effective amendment thereto, at the Representation Date time it became effective, at each Applicable Time and each Delivery Date, complied and will comply in all material respects with the requirements of the 1933 Act. The Prospectus and each amendment or supplement thereto, as of their respective issue dates, complied and will comply, in all material respects with the 1933 Act. The copies of the Registration Statement and any Rule 462(b) Registration Statement (unless as defined in Section 2(d) below) and any amendments thereto, each Issuer Free Writing Prospectus that is required to be filed with the term “Prospectus” refers Commission pursuant to a prospectus which has been provided Rule 433 and the Prospectus and any amendments or supplements thereto delivered to the Underwriters by the Company Agent for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided Shares were or will be substantially identical to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).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 1933 Act. The Registration Statement is an “automatic shelf registration statement” as defined became effective upon filing with the Commission under Rule 405 462(e) of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; (“Rule 462(e)”) on November 17, 2017 and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto also became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including upon filing under Rule 415(a) of the 1933 Act Regulations462(e), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any prospectus has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at and no notice of objection of the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided Commission to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission Registration Statement or any post-effective amendment thereto pursuant to Rule 424(b401(g)(2) of the 1933 Act Regulations has been received by the Company. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). At the respective times the Registration Statement and any post-effective amendments thereto became effective and as of each Representation Date, the Registration Statement and any amendments thereto complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), in which case at the time it is first provided to the Underwriters for such use) and at Closing Timedid 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; provided, that the Company makes no representation or warranty with respect to the Underwriter Information (as defined below). The Prospectus and each amendment or supplement thereto, if any, at the time the Prospectus or any such amendment or supplement is issued and at the Closing Time, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendment or supplement thereto 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; provided, however, that the representations and warranties in this subsection (iv) shall not apply to statements in Company makes no representation or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity warranty with information furnished respect to the Company Underwriter Information. Each preliminary prospectus and any amendment thereto complied when so filed in writing by any Underwriter through all material respects with the Representatives expressly 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered or made available to the Underwriters for use in connection with the Registration Statement or offering of the Prospectus or Securities was and will be, at the information contained in any Statement time of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit such delivery, identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T. As of the Applicable Time, neither (x) the General Disclosure Package (as defined below) nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General 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; provided that the Company makes no representation or warranty with respect to the Underwriter Information. As used in this subsection and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).elsewhere in this Agreement:

Compliance with Registration Requirements. The Registration Statement has become effective under the Securities Act. The Company has complied, to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. At the time the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, as well as at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Offered Shares in reliance on the exemption of Rule 163 under the Securities Act, the Company was a “well known seasoned issuer” as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of under the 1933 Act Regulations that Securities Act, and became effective on June 16, 2023. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act objecting to the Company’s use of the 1933 automatic shelf registration form. The Company meets the requirements for use of Form S-3 under the Securities Act Regulations has been received specified in the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(h)(1)(C) and is an experienced issuer (as defined in FINRA Rule 5110(j)(6)). The documents incorporated or deemed to be incorporated by the Company. Each of reference in the Registration Statement Statement, the Time of Sale Prospectus and the Base Prospectus, at the respective times time they were or hereafter are filed with the Registration Statement and any post-effective amendments thereto Commission, or became effective and under the Exchange Act, as of the Representation Datecase may be, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Exchange Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives Representative expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement and that the Base Prospectus, at Company or another offering participant (with respect to the respective times offering contemplated hereby) made a bona fide offer (within the Registration Statement and any post-effective amendments thereto became effective and as meaning of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a164(h)(2) of the 1933 Act Regulations)) of the Securities, and the Company was not an “ineligible issuer,” as defined in Rule 405. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations Trustee has duly filed with the Commission a Statement of Eligibility on Form T-1 as an exhibit to the Registration Statement or pursuant to Section 305(b)(2) of the Commission 1939 Act. The Registration Statement became effective upon filing under Rule 462(e) of the 1939 1933 Act Regulations (the “1939 Act RegulationsRule 462(e)”)) on March 24, 2009, and did not and as of the Representation Date and at Closing Time do 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 misleadingany post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to Any offer that was a prospectus which has been provided written communication relating to the Underwriters Securities made by the Company or any person acting on its behalf (within the meaning, for use in connection with the offering this paragraph only, of Rule 163(c) of the Securities which differs from 1933 Act Regulations) prior to the Prospectus time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement originally became effective and any amendment thereto became effective, at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 424(b430B(f)(2) of the 1933 Act Regulations, in which case and at the time it is first provided to the Underwriters for such use) and at Closing Time, does the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act, and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and 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, and, at the date hereof and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto contained or will contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time (including, without limitation, the Pricing Term Sheet, as hereinafter defined) and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus, considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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 Registration Statement is Company meets the requirements for use of Form S-3 under the 1933 Act and has filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” , as defined in Rule 405, on Form S-3 (File No. 333-162837) covering the registration of the Securities under the 1933 Act, including a related Base Prospectus. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 405 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission under the 1933 Act Regulations that (the “1933 Act Regulations”), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been filed furnished to you. Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Commission not earlier than three years 1933 Act and the 1933 Act Regulations, and, except to the extent the Representatives shall agree in writing to a modification, 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 Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the 1934 Act on or before the Effective Date of the Registration Statement or the issue date hereofof the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and no notice any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of objection any document under the 1934 Act after the Effective Date of the Commission Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Each of the use Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto pursuant or notice objecting to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement its use has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 ProspectusOn each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and at the Representation Date Closing Time, the Final Prospectus (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use and any supplement thereto) will, comply in connection all material respects with the offering applicable requirements of the Securities which differs from 1933 Act and the Prospectus filed 1933 Act Regulations, the 1934 Act and the respective rules thereunder (the “1934 Act Regulations”) and the 1939 Act and the respective rules thereunder (the “1939 Act Regulations”); on each Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on each Effective Date and at the Closing Time the Indenture did comply in all material respects with the Commission applicable requirements of the 1939 Act and the 1939 Act Regulations, and on the date of any filing pursuant to Rule 424(b) of the 1933 Act Regulations, in which case and at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and the Final Prospectus (together with any supplement thereto) will not include an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and warranties in this subsection Qualification (ivForm T-1) shall not apply to statements under the 1939 Act of the Trustee or (ii) the information contained in or omissions omitted from the Registration Statement or the Final Prospectus made (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any Underwriter through the Representatives expressly specifically for use inclusion in the Registration Statement or the Final Prospectus (or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”supplement thereto).

Compliance with Registration Requirements. The Registration Statement is Company has filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3 (File No. 333-156002), in respect of certain of the 1933 Act Regulations that has been filed with Company’s securities, including the Commission Common Stock, not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of under the 1933 Act Regulations has been received by the Company. Each Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”; the various parts of such registration statement, excluding any Form T-1 but including all other exhibits thereto and any prospectus supplement or prospectus relating to the Shares that is filed with the Commission and deemed by virtue of Rule 430B under the 1933 Act to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement Statement”; the prospectus supplement specifically relating to the Shares prepared and filed with the Base Commission pursuant to Rule 424(b) under the 1933 Act is hereinafter called the “Prospectus Supplement”; the Basic Prospectus, at as amended and supplemented by the respective times Prospectus Supplement, is hereinafter called the Registration Statement “Prospectus”; any reference herein to the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act; any reference to any amendment or supplement to the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendments thereto became effective and as of amendment to the Representation DateRegistration Statement, complied and comply in all material respects any prospectus supplement or base prospectus relating to the Shares filed with the requirements of Commission pursuant to Rule 424(b) under the 1933 Act and any documents filed under the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Securities Exchange Act of 19391934, as amended (the “1939 1934 Act”), and the rules and regulations of the Commission under the 1939 Act thereunder (the “1939 1934 Act Regulations”) and incorporated therein, in each case after the date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”). No order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and did not the Basic Prospectus and as the Prospectus Supplement, at the time of filing thereof, conformed in all material respects to the requirements of the Representation Date 1933 Act and at Closing Time do the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) and did 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an Company has filed with the Securities and Exchange Commission (the “automatic Commission”) a shelf registration statement” statement on Form S‑3 (File No. 333‑170374) under the Securities Act of 1933, as defined amended (the “1933 Act”), in respect of the Common Stock (including the Securities) on November 4, 2010, which contains a base prospectus, to be used in connection with the public offering and sale of the Securities; the Company satisfies all eligibility requirements for use of Form S‑3 as contemplated by such registration statement and this Agreement; such registration statement became effective under Rule 405 of the 1933 Act Regulations that upon filing; the Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information with respect to such registration statement or otherwise; no stop order suspending the effectiveness of such registration statement or any part thereof has been filed with the Commission not earlier than three years prior issued and no proceeding for that purpose has been initiated or, to the date hereof; knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each Company (the base prospectus filed as part of such registration statement, in the Registration Statement and form in which it was filed with the Base Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”); the various parts of such registration statement, at the respective times the Registration Statement including all exhibits thereto and any post-effective amendments thereto became effective and as of prospectus supplement or prospectus relating to the Representation Date, complied and comply in all material respects Securities that is filed with the requirements Commission and deemed by virtue of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued 430B under the 1933 Act to be part of such registration statement (any such information that was omitted from such registration statement at the time it became effective but that was deemed to be a part and no proceedings for that purpose or included in such registration statement pursuant to Section 8A of Rule 430B under the 1933 Act against the Company or related is referred to the offering of the Securities have been instituted or are pending oras “430B Information”), to the knowledge of the Company, are contemplated by the Commission, and any request on the each as amended at each time such part of the Commission for additional information has been complied with. The Prospectusregistration statement became effective, at are hereinafter collectively called the Representation Date (unless the term “Prospectus” refers to a Registration Statement”; each preliminary prospectus which has been provided to the Underwriters by the Company for use used in connection with the offering of the Securities which differs from that omitted Rule 430B Information, including the related Basic Prospectus in the form first filed by the Company pursuant to Rule 424(b) under the 1933 Act is herein called, a “Preliminary Prospectus”; the final prospectus supplement specifically relating to the Securities prepared and filed with the Commission pursuant to Rule 424(b) of under the 1933 Act Regulationsis hereinafter called the “Prospectus Supplement”; the Basic Prospectus, in which case at as amended and supplemented by the time it Prospectus Supplement, is first provided hereinafter called the “Prospectus”; any reference herein to the Underwriters for such use) Basic Prospectus, each Preliminary Prospectus or the Prospectus shall be deemed to refer to and at Closing Time, does not and will not include an untrue statement the documents incorporated by reference therein pursuant to Item 12 of a material fact or omit to state a material fact necessary in order to make Form S‑3 under the statements therein, in the light of the circumstances under which they were made, not misleading1933 Act; provided, however, that no representation or warranty included in any exhibit to any such incorporated document, other than the representations and warranties in this subsection (iv) shall not apply contained herein, is deemed to statements in be made to you; any reference to any amendment or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished supplement to the Company in writing by Basic Prospectus, any Underwriter through the Representatives expressly for use in the Registration Statement Preliminary Prospectus or the Prospectus or the information contained in shall be deemed to refer to and include any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references post-effective amendment to the Registration Statement, any post-effective amendments thereto and prospectus supplement or base prospectus relating to the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof Securities filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the 1933 Act and any documents filed under the Securities Exchange Act of 1934, Analysisas amended (the “1934 Act”), and Retrieval system incorporated therein, in each case after the date of the Basic Prospectus, each Preliminary Prospectus or its Interactive Data Electronic Applications system (collectivelythe Prospectus, “XXXXX”)as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement.

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act Regulations that Securities Act. The Company has been filed with the Commission not earlier than three years prior complied to the date hereof; and no notice of objection Commission’s satisfaction with all requests of the Commission to the use of such Registration Statement for additional or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectussupplemental information, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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 misleadingif any. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act is in effect and no proceedings for that such purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. At the time the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “Annual Report”) was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, as well as at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Offered Shares in reliance on the exemption of Rule 163 under the Securities Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, and became effective on July 6, 2017. The Company has not received from the Commission any request on notice pursuant to Rule 401(g)(2) under the part Securities Act objecting to the Company’s use of the Commission for additional information has been complied withautomatic shelf registration form. The Company meets the requirements for use of Form S-3 under the Securities Act specified in Financial Industry Regulatory Authority, Inc. (“FINRA”) Conduct Rule 5110(b)(7)(C)(i). The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus time they were or hereafter are filed with the Commission pursuant to Rule 424(b) Commission, or became effective under the Exchange Act, as the case may be, complied and will comply in all material respects with the requirements of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)Exchange Act.

Compliance with Registration Requirements. The Original Registration Statement is an “automatic shelf registration statement” as defined became effective upon filing under Rule 405 462(e) of the 1933 Act Regulations that has been filed with (“Rule 462(e)”) on September 25, 2009, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the Commission not earlier than three years prior to the date hereof; and no notice of objection effectiveness of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to Any offer that is a prospectus which has been provided written communication relating to the Underwriters Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for use in connection with the offering this paragraph only, of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, in which case including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Original Registration Statement and each amendment thereto became effective, at the time it is first provided each deemed effective date with respect to the Underwriters for such usepursuant to Rule 430B(f)(2) of the 1933 Act Regulations and at the Closing TimeTime (and, does if any Option Securities are purchased, at any Date of Delivery), the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the “1939 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. Neither the Prospectus nor any amendments or supplements 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), 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; provided. As of the Applicable Time (as defined below), howeverneither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule B hereto, that all considered together (collectively, the representations and warranties “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General 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 (iv) shall not apply to statements and elsewhere 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).Agreement:

Compliance with Registration Requirements. The A registration statement on Form S-1 (Registration Statement is an “automatic shelf No. 333-140672) relating to the Shares, including a preliminary prospectus and such amendments to such registration statement” statement as defined under Rule 405 of the 1933 Act Regulations that has may have been filed with the Commission not earlier than three years prior required to the date hereof; and no notice of objection this Agreement, has been prepared by the Company under the provisions of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Securities Act of 19391933, as amended (the “1939 Act”), and the rules and regulations (collectively referred to as the “Rules and Regulations”) of the Securities and Exchange Commission under the 1939 Act (the “1939 Act Commission”) thereunder, and has been filed with the Commission. Copies of such registration statement and of each amendment thereto, if any, including the related preliminary prospectuses, heretofore filed by the Company with the Commission have been made available to the Representatives. The term “preliminary prospectus” as used herein means a preliminary prospectus as contemplated by Rule 430, Rule 430A or Rule 430B, of the Rules and Regulations included at any time as part of, or deemed to be part of or included in, the registration statement. The term “Registration Statement” means the registration statement as amended at the time it becomes or became effective, including financial statements and all exhibits and any information deemed to be included therein by Rule 430A, Rule 430B or Rule 430C of the Rules and Regulations, as applicable. If the Company files a registration statement to register a portion of the Shares and relies on Rule 462(b) of the Rules and Regulations for such registration statement to become effective upon filing with the Commission (the “Rule 462 Registration Statement”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related then any reference to the offering of “Registration Statement” shall be deemed to include the Securities have been instituted or are pending orRule 462 Registration Statement, as amended from time 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 withtime. The Prospectus, at the Representation Date (unless the term “Prospectus” refers to a means the final prospectus which has been provided to the Underwriters by the Company for use in connection with the this offering of the Securities which differs from the Prospectus as first filed with the Commission pursuant to Rule 424(b) of the 1933 Act RegulationsRules and Regulations or, in which case at if no such filing is required, the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement form of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use final prospectus included in the Registration Statement or at the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)date.

Compliance with Registration Requirements. The Registration Statement is an Company has filed with the Securities and Exchange Commission (the “automatic Commission”) a shelf registration statement” statement on Form S‑3 (File No. 333‑170374) under the Securities Act of 1933, as defined amended (the “1933 Act”), in respect of the Common Stock (including the Securities) on November 4, 2010, which contains a base prospectus, to be used in connection with the public offering and sale of the Securities; the Company satisfies all eligibility requirements for use of Form S‑3 as contemplated by such registration statement and this Agreement; such registration statement became effective under Rule 405 of the 1933 Act Regulations that upon filing; the Company has complied to the Commission's satisfaction with all requests of the Commission for additional or supplemental information with respect to such registration statement or otherwise; no stop order suspending the effectiveness of such registration statement or any part thereof has been filed with the Commission not earlier than three years prior issued and no proceeding for that purpose has been initiated or, to the date hereof; knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each Company (the base prospectus filed as part of such registration statement, in the Registration Statement and form in which it was filed with the Base Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”); the various parts of such registration statement, at the respective times the Registration Statement including all exhibits thereto and any post-effective amendments thereto became effective and as of prospectus supplement or prospectus relating to the Representation Date, complied and comply in all material respects Securities that is filed with the requirements Commission and deemed by virtue of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued 430B under the 1933 Act to be part of such registration statement (any such information that was omitted from such registration statement at the time it became effective but that was deemed to be a part and no proceedings for that purpose or included in such registration statement pursuant to Section 8A of Rule 430B under the 1933 Act against the Company or related is referred to the offering of the Securities have been instituted or are pending oras “430B Information”), to the knowledge of the Company, are contemplated by the Commission, and any request on the each as amended at each time such part of the Commission for additional information has been complied with. The Prospectusregistration statement became effective, at are hereinafter collectively called the Representation Date (unless the term “Prospectus” refers to a Registration Statement”; each preliminary prospectus which has been provided to the Underwriters by the Company for use used in connection with the offering of the Securities which differs from that omitted Rule 430B Information, including the related Basic Prospectus in the form first filed by the Company pursuant to Rule 424(b) under the 1933 Act is herein called, a “Preliminary Prospectus”; the final prospectus supplement specifically relating to the Securities prepared and filed with the Commission pursuant to Rule 424(b) of under the 1933 Act Regulationsis hereinafter called the “Prospectus Supplement”; the Basic Prospectus, in which case at as amended and supplemented by the time it Prospectus Supplement, is first provided hereinafter called the “Prospectus”; any reference herein to the Underwriters for such use) Basic Prospectus, each Preliminary Prospectus or the Prospectus shall be deemed to refer to and at Closing Time, does not and will not include an untrue statement the documents incorporated by reference therein pursuant to Item 12 of a material fact or omit to state a material fact necessary in order to make Form S‑3 under the statements therein, in the light of the circumstances under which they were made, not misleading1933 Act; provided, however, that no representation or warranty included in any exhibit to any such incorporated document, other than the representations and warranties in this subsection (iv) shall not apply contained herein, is deemed to statements in be made to you; any reference to any amendment or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished supplement to the Company in writing by Basic Prospectus, any Underwriter through the Representatives expressly for use in the Registration Statement Preliminary Prospectus or the Prospectus or the information contained in shall be deemed to refer to and include any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references post-effective amendment to the Registration Statement, any post-effective amendments thereto and prospectus supplement or base prospectus relating to the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof Securities filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the 1933 Act and any documents filed under the Securities Exchange Act of 1934, Analysisas amended (the “1934 Act”), and Retrieval system incorporated therein, in each case after the date of the Basic Prospectus, each Preliminary Prospectus or its Interactive Data Electronic Applications system (collectivelythe Prospectus, “XXXXX”)as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement.

Compliance with Registration Requirements. The Registration Statement is Company meets the requirements for use of Form S-3 under the 1933 Act and has filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” , as defined in Rule 405, on Form S-3 (File No. 333-136265) covering the registration of the Securities under the 1933 Act, including a related Base Prospectus. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 405 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission under the 1933 Act Regulations that (the “1933 Act Regulations”), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been filed furnished to you. Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Commission not earlier than three years 1933 Act and the 1933 Act Regulations, and, except to the extent the Representatives shall agree in writing to a modification, 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 Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the 1934 Act on or before the Effective Date of the Registration Statement or the issue date hereofof the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and no notice any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of objection any document under the 1934 Act after the Effective Date of the Commission Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Each of the use Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto pursuant or notice objecting to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement its use has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 ProspectusOn each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and at the Representation Date Closing Time, the Final Prospectus (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use and any supplement thereto) will, comply in connection all material respects with the offering applicable requirements of the Securities which differs from 1933 Act and the Prospectus filed with 1933 Act Regulations, the Commission 1934 Act and the respective rules thereunder (the “1934 Act Regulations”) and the 1939 Act and the respective rules thereunder (the “1939 Act Regulations”); on each Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) of the 1933 Act Regulations, in which case and at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and the Final Prospectus (together with any supplement thereto) will not include an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations and or warranties in this subsection as to (ivi) that part of the Registration Statement which shall not apply to statements constitute the Statement of Eligibility (Form T-1) under the 1939 Act of the Trustee or (ii) the information contained in or omissions omitted from the Registration Statement or the Final Prospectus made (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any Underwriter through the Representatives expressly specifically for use inclusion in the Registration Statement or the Final Prospectus (or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”supplement thereto).

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement that the Company or another offering participant (with respect to the offering contemplated hereby) made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities, the Company was not an “ineligible issuer,” as defined in Rule 405. The Registration Statement became effective upon filing under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”) on April 12, 2006, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the Base Prospectuseffectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, at 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. Any offer that was a written communication relating to the Securities made by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) prior to the time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement and any post-effective amendments thereto originally became effective and as any amendment thereto became effective, at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Representation Date1933 Act Regulations, and at the Closing Time (and, if any Option Securities are purchased, at each Date of Delivery), the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of Act, the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectusand, at the Representation date hereof and at the Closing Time (and, if any Option Securities are purchased, at each Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from Delivery), neither the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and nor any amendments or supplements thereto contained or will not include an contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time, the Statutory Prospectus and Retrieval system or its Interactive Data Electronic Applications system the information included on Schedule C hereto, all considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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. At the time of filing the Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto, (B) 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 (C) at the Applicable Time (with such date being used as the determination date for purposes of this clause (C)), the Company was not and is not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”), without taking into account any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer. The Company meets the requirements for use of Form S-3 under the 1933 Act for the offering and sale of the Securities. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; . Each of the Registration Statement and any Rule 462(b) Registration Statement, if any, has become effective under the 1933 Act and no notice of objection of the Commission to the use of such Registration Statement registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of under the 1933 Act Regulations has been received by the Company. Each Company and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto or any Rule 462(b) Registration Statement and any post-effective amendment thereto has been issued under the Base Prospectus1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission or any state or other jurisdiction or regulatory body, and any request on the part of the Commission or any state or other jurisdiction or regulatory body for additional information has been complied with. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more prospectuses relating to the Securities, each of which has previously been furnished to the Underwriters. The Company will file with the Commission the Prospectus relating to the Securities in accordance with Rule 424(b). As filed, such Prospectus when taken together with the documents incorporated by reference therein shall contain all information required by the 1933 Act and the 1933 Act Regulations, and shall be in all substantive respects in the form furnished to you prior to the Applicable Time or, to the extent not completed at the Applicable Time, shall contain only such specific additional information and other changes (beyond that contained in the preliminary prospectus) as the Company has advised you (and for which the Representatives have consented to), prior to the Applicable Time, will be included or made therein. The Registration Statement, at the Applicable Time, meets the requirements set forth in Rule 415(a)(1)(x). At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and as at the Closing Time and the Applicable Time (and, if any Option Securities are purchased, at the Date of Delivery), the Representation DateRegistration 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 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness When each of the Registration Statement has been issued under Prospectus and Statutory Prospectus is first filed in accordance with Rule 424(b) and as of the Closing Time (as defined herein) and on any date on which Option Securities are purchased, if such date is not as of the date of the Closing Time at the Date of Delivery, the Prospectus and the Statutory Prospectus (and any supplement thereto) will comply in all material respects with the applicable requirements of the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1934 Act and the 1933 Act against Regulations and the Company or related to the offering of the Securities have been instituted or are pending or1934 Act Regulations, to the knowledge of the Company, are contemplated by the Commission, respectively; and any request on the part date of the Commission for additional information has been complied with. The Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission any filing pursuant to Rule 424(b) and as of the 1933 Act RegulationsClosing Time and any Date of Delivery, in which case at the time it is first provided to Prospectus and the Underwriters for such useStatutory Prospectus (together with any supplement thereto) and at Closing Time, does not and will not include an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that . Each preliminary prospectus and the representations and warranties in this subsection prospectus (ivincluding any prospectus wrapper) shall not apply to statements in or omissions from filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the 1933 Act, including the Prospectus made and the Statutory Prospectus, complied when first issued and so filed and at the Closing Time and the Applicable Time in reliance upon all material respects with the 1933 Act and in conformity with information furnished the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T. As of the Applicable Time, neither (x) the General Disclosure Package, nor (y) any individual Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General 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 Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).elsewhere in this Agreement:

Compliance with Registration Requirements. The (A) (1) At the time of filing the Registration Statement is an and (2) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), the Company met the requirements for use of Form S-3 as set forth in General Instruction I.A to such form, (B) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 1000 Xxx) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the 1933 Act, the Company was a “automatic shelf registration statementwell known seasoned issuer” as defined in Rule 405 under the 1933 Act, (C) 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 Shares, and (D) at the date hereof, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations that has been filed with (“Rule 405”). The Company satisfies the Commission not earlier than three years prior eligibility requirements for use of Form S-3 under the 1933 Act set forth in General Instruction I.A to such form and satisfies the date hereof; and no notice of objection of the Commission to transaction eligibility requirements for the use of Form S-3 as set forth in General Instruction I.B.1 to such form and, at the time the Registration Statement was filed and at the Applicable Time, the Company satisfied, and will satisfy, the eligibility requirements for the use of Form S-3 under the 1933 Act that were in effect prior to October 21, 1992. The Registration Statement has become effective under the 1933 Act; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto pursuant has been issued; no proceedings for that purpose have been instituted or are pending or, to Rule 401(g)(2) the knowledge of the 1933 Act Regulations Company, are contemplated by the Commission; and any request on the part of the Commission for additional information has been received by the Companycomplied with. Each of the Registration Statement and the Base Prospectus, at At the respective times the Registration Statement and any post-effective amendments thereto became effective and as of at the Representation Delivery Date, complied the Registration Statement and any amendments and supplements thereto complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not, does not and as of the Representation Date and at Closing Time do 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. No order suspending Neither the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose Prospectus nor any amendments or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectussupplements thereto, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from time the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case or any such amendment or supplement was issued and at the time it is first provided to the Underwriters for such use) and at Closing TimeDelivery Date, does not and included, includes or will not 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; provided, however, that . Each preliminary prospectus and the representations and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations, and each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringEXXXX, Analysisexcept to the extent permitted by Regulation S-T. The Issuer-Represented General Free Writing Prospectus (as defined below) issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below), and Retrieval system or its Interactive Data Electronic Applications system all considered together (collectively, the “XXXXXGeneral Disclosure Package”)., as of the Applicable Time and the Delivery Date (as defined herein), will not contain any untrue statement of a material fact or 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 Agreement:

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the any Rule 462(b) Registration Statement and any post-has become effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of under the 1933 Act and the 1933 1940 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act or the 1940 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 ProspectusAt the respective times the Registration Statement, at any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective Each preliminary prospectus and the Representation Date (unless prospectus filed as part of the term “Prospectus” refers Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to a Rule 497 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the 1940 Act Regulations and each preliminary prospectus which has been provided and the Prospectus delivered to the Underwriters by the Company for use in connection with this offering was identical in all material respects to the offering of the Securities which differs from the Prospectus electronically transmitted copies thereof filed with the Commission pursuant to Rule 424(b) of the 1933 Act RegulationsEDGAX, in which case at the time it is first provided xxcept to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the extent permitted by Regulation S-T. The representations and warranties in this subsection (iv) 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 Representatives expressly Merrxxx Xxxcx xxxressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)Prospectus.

Compliance with Registration Requirements. The Registration Statement is an Company has filed with the Securities and Exchange Commission (the “automatic shelf Commission”) a registration statement on Form S-11 (File No. 333-[•]), including a related preliminary prospectus, for the registration of the Securities under the Securities Act of 1933, as amended (the “1933 Act”); the Company satisfies all eligibility requirements for use of Form S-11 as contemplated by such registration statement and this Agreement; such registration statement” , as amended on or prior to the Applicable Time (as defined below), has been declared effective by the Commission under Rule 405 of the 1933 Act Regulations that and the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”); the Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information with respect to such registration statement or otherwise; no stop order suspending the effectiveness of such registration statement or any part thereof has been filed with the Commission not earlier than three years prior issued and no proceeding for that purpose has been initiated or, to the date hereof; knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each ; the various parts of the Registration Statement and the Base Prospectussuch registration statement, at the respective times the Registration Statement including all exhibits thereto and any post-effective amendments thereto became effective and as of prospectus relating to the Representation Date, complied and comply in all material respects Securities that is filed with the requirements Commission and deemed by virtue of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued 430A under the 1933 Act to be part of such registration statement (any such information that was omitted from such registration statement at the time it became effective but that is deemed to be a part of and no proceedings for that purpose or included in such registration statement pursuant to Section 8A of Rule 430A under the 1933 Act against the Company or related is referred to the offering of the Securities have been instituted or are pending oras “430A Information”), to the knowledge of the Company, are contemplated by the Commission, and any request on the each as amended at each time such part of the Commission for additional information has been complied with. The Prospectusregistration statement became effective, at are hereinafter collectively called the Representation Date (unless the term “Prospectus” refers to a Registration Statement”; each preliminary prospectus which has been provided to the Underwriters by the Company for use used in connection with the offering of the Securities which differs from that omitted Rule 430A Information is herein called, a “Preliminary Prospectus”; the Prospectus final prospectus, and any amendments or supplements thereto, relating to the Securities prepared and filed with the Commission pursuant to Rule 424(b) of under the 1933 Act Regulations, in which case at is hereinafter called the time it is first provided “Prospectus”; any reference to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact any amendment or omit supplement to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Preliminary Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, refer to and include any electronically transmitted copies thereof post-effective amendment to the Registration Statement; any registration statement filed with the Commission pursuant to its Electronic Data Gathering, Analysis, Rule 462(b) of the 1933 Act Regulations is herein referred to as the “Rule 462(b) Registration Statement,” and Retrieval system or its Interactive Data Electronic Applications system (collectively, after such filing the term “XXXXX”)Registration Statement” shall include the rule 462(b) Registration Statement.

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that Company has been prepared and filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any posta registration statement (File No. 333-effective amendment thereto pursuant to Rule 401(g)(2256733) of on Form N-2, including a related basic prospectus, for registration under the 1933 Act Regulations has been received by of the offering and sale of certain securities of the Company, including the Shares. Each of the Such Registration Statement and the Base ProspectusStatement, at the respective times the Registration Statement and including any post-effective amendments thereto became effective filed prior to the date and as of time that this Agreement is executed and delivered by the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended parties hereto (the “1939 ActExecution Time”), has become effective and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No no stop order suspending the effectiveness of the Registration Statement (and the Registration Statement 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 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 ProspectusCompany may have filed, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided as part of an amendment to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission Registration Statement or pursuant to Rule 424(b) under the 1933 Act or such other 1933 Act rule as may be applicable to the Company, one or more amendments thereto, each of which has previously been furnished to you. The Company will file with the Commission one or more prospectus supplements (collectively, the “Prospectus Supplement”) related to the Shares in accordance with Rule 424(b)under the 1933 Act, or such other 1933 Act rule as may be applicable to the Company, including all documents incorporated or deemed to be incorporated therein by reference pursuant to the rules or regulations of the Commission. As filed, such Prospectus Supplement, together with the Basic Prospectus, shall contain all information required by the 1933 Act and the 1940 Act and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”), at each Settlement Date (as defined in Section 4(a)(vi) hereof), and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, meets or will meet the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) under the 1933 Act, or such other 1933 Act rule as may be applicable to the Company, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, as of each Time of Sale, at each Settlement Date, and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, the Prospectus (and any supplements thereto) will comply in all material respects with the applicable requirements of the 1933 Act Regulationsand the 1940 Act; on the Effective Date, at the Execution Time and, as amended or supplemented, as of each Time of Sale, at each Settlement Date and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and at no time during the period that begins on the date of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which case they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Manager specifically for inclusion in the Registration Statement or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Manager consists of the name and address of the Manager set forth in the last paragraph under the heading “Plan of Distribution —Conflicts of Interest” in the Prospectus. The Commission has not issued any order preventing or suspending the use of the Prospectus. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus (or any amendment or supplement thereto) (i) at the time it is first provided to they were or hereafter are filed with the Underwriters for such useCommission, complied or will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively called the “Exchange Act”) and (ii) at Closing Timethe time they were or hereafter are filed with the Commission, does when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not and or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an Company has filed with the Securities and Exchange Commission (the “automatic Commission”) a shelf registration statement” statement on Form S‑3 (File No. 333‑225628) under the Securities Act of 1933, as defined amended (the “1933 Act”), in respect of the Common Stock (including the Securities) on June 14, 2018, which contains a base prospectus, to be used in connection with the public offering and sale of the Securities; the Company satisfies all eligibility requirements for use of Form S‑3 as contemplated by such registration statement and this Agreement; such registration statement became effective on June 14, 2018 under Rule 405 of 462(e) the 1933 Act Regulations that (“Rule 462(e)”) upon filing, and any post-effective amendment thereto also became effective upon filing under Rule 462(e); the Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information with respect to such registration statement or otherwise; no stop order suspending the effectiveness of such registration statement or any part thereof has been filed with the Commission not earlier than three years prior issued and no proceeding for that purpose has been initiated or, to the date hereof; knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each Company (the base prospectus filed as part of such registration statement, in the Registration Statement and form in which it was filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”); the various parts of such registration statement, at the respective times the Registration Statement including all exhibits thereto and any post-effective amendments thereto became effective and as of prospectus supplement or prospectus relating to the Representation Date, complied and comply in all material respects Securities that is filed with the requirements Commission and deemed by virtue of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued 430B under the 1933 Act to be part of such registration statement (any such information that was omitted from such registration statement at the time it became effective but that was deemed to be a part and no proceedings for that purpose or included in such registration statement pursuant to Section 8A of Rule 430B under the 1933 Act against the Company or related is referred to the offering of the Securities have been instituted or are pending oras “430B Information”), to the knowledge of the Company, are contemplated by the Commission, and any request on the each as amended at each time such part of the Commission for additional information has been complied with. The Prospectusregistration statement became effective, at are hereinafter collectively called the Representation Date (unless the term “Prospectus” refers to a Registration Statement”; each preliminary prospectus which has been provided to the Underwriters by the Company for use used in connection with the offering of the Securities which differs from that omitted Rule 430B Information, including the related Base Prospectus in the form first filed by the Company pursuant to Rule 424(b) under the 1933 Act is herein called, a “Preliminary Prospectus”; the final prospectus supplement specifically relating to the Securities prepared and filed with the Commission pursuant to Rule 424(b) of under the 1933 Act Regulationsis hereinafter called the “Prospectus Supplement”; the Base Prospectus, in which case at as amended and supplemented by the time it Prospectus Supplement, is first provided hereinafter called the “Prospectus”; any reference herein to the Underwriters for such use) Base Prospectus, each Preliminary Prospectus or the Prospectus shall be deemed to refer to and at Closing Time, does not and will not include an untrue statement the documents incorporated by reference therein pursuant to Item 12 of a material fact or omit to state a material fact necessary in order to make Form S‑3 under the statements therein, in the light of the circumstances under which they were made, not misleading1933 Act; provided, however, that no representation or warranty included in any exhibit to any such incorporated document, other than the representations and warranties in this subsection (iv) shall not apply contained herein, is deemed to statements in be made to you; any reference to any amendment or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished supplement to the Company in writing by Base Prospectus, any Underwriter through the Representatives expressly for use in the Registration Statement Preliminary Prospectus or the Prospectus or the information contained in shall be deemed to refer to and include any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references post-effective amendment to the Registration Statement, any post-effective amendments thereto and prospectus supplement or base prospectus relating to the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof Securities filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the 1933 Act and any documents filed under the Securities Exchange Act of 1934, Analysisas amended (the “1934 Act”), and Retrieval system incorporated therein, in each case after the date of the Base Prospectus, each Preliminary Prospectus or its Interactive Data Electronic Applications system (collectivelythe Prospectus, “XXXXX”)as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined under in Rule 405 of the 1933 Act Regulations that (“Rule 405”)) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has been filed with become effective under the Commission not earlier than three years prior to the date hereof; 1933 Act and no notice of objection stop order suspending the effectiveness of the Commission to the use of such Registration Statement or any post-effective amendment thereto is in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the 1933 Act Regulations has been received automatic shelf registration statement form. If at any time when the Securities remain unsold by the CompanyUnderwriter the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Underwriter, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Underwriter, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Underwriter of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the Registration Statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement relating to the Securities shall include such new registration statement or post-effective amendment, as the case may be. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, complied in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEA, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective and as of or at the Representation Datetime they were or hereafter are 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”) and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The Registration Statement and any amendments thereto, at its effective time and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), as of its date 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 suspending to make the effectiveness statements therein, in the light of the Registration Statement has been issued circumstances under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending orwhich they were made, 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 withnot misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package (as defined below) and the Prospectus, at the Representation Date (unless time the term “Prospectus” refers to a prospectus which has been provided to the Underwriters Registration Statement became effective or when such documents incorporated by the Company for use in connection with the offering of the Securities which differs from the Prospectus reference were filed with the Commission pursuant to Rule 424(b) of Commission, as the 1933 Act Regulationscase may be, when read together with the other information in which the Registration Statement, the General Disclosure Package or the Prospectus, as the case at the time it is first provided to the Underwriters for such use) and at Closing Timemay be, does did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. As of the Applicable Time (as defined below), howeverneither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, that all considered together (collectively, the representations and warranties “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General 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 (iv) shall not apply to statements and elsewhere 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).Agreement:

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that Company has been prepared and filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any posta registration statement (File No. 333-effective amendment thereto pursuant to Rule 401(g)(2232492) of on Form N-2, including a related basic prospectus, for registration under the 1933 Act Regulations has been received by the Company. Each of the offering and sale of the Shares (the “Registration Statement and the Base ProspectusStatement”). Such Registration Statement, at the respective times the Registration Statement and including any post-effective amendments thereto became effective filed prior to the date and as of time that this Agreement is executed and delivered by the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended parties hereto (the “1939 ActExecution Time”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”)has become effective, and did not and as of the Representation Date and at Closing Time do 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. No no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act issued, and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities any such purpose, have been instituted or are pending or, to the knowledge of the Company, are contemplated have been threatened by the Commission, and any request on the part of the Commission for additional information with respect thereto has been complied with. The Company may have filed, as part of an amendment to the Registration Statement or pursuant to Rule 497 under the 1933 Act or such other 1933 Act rule as may be applicable to the Company, one or more amendments thereto, each of which has previously been furnished to you. The Company will file with the Commission one or more prospectus supplements (each, a “Prospectus Supplement” and collectively, the “Prospectus Supplements”) related to the Shares in accordance with Rule 497 under the 1933 Act or such other 1933 Act rule as may be applicable to the Company, including all documents incorporated or deemed to be incorporated therein by reference pursuant to the SBCAA or the rules of the Commission promulgated thereunder or otherwise. As filed, such Prospectus Supplements, together with the Basic Prospectus, shall contain all information required by the 1933 Act and the 1940 Act and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Representation Execution Time, as of the time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”), at each Settlement Date (unless the term “Prospectus” refers to as defined in Section 3(a)(vi) hereof), and at all times during which a prospectus which has been provided to the Underwriters is required by the Company for use 1933 Act to be delivered in connection with any sale of Shares, meets or will meet the offering requirements set forth in Rule 415(a)(1)(x) under the 1933 Act. On its most recent Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 497 under the 1933 Act, as of the Securities which differs from the Prospectus date that it is filed with the Commission pursuant Commission, the date of the Prospectus Supplements, as of each Time of Sale, at each Settlement Date, and at all times during which a prospectus is required by the 1933 Act to Rule 424(bbe delivered in connection with any sale of Shares, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the 1933 Act Regulationsand the 1940 Act; on its most recent Effective Date, in which case at the time it is first provided to the Underwriters for such use) Execution Time and, as amended or supplemented, as of each Time of Sale, at each Settlement Date and at Closing Timeall times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, does the Registration Statement did not and will not include an contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and at no time during the period that begins on the date of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, include any untrue statement of a material fact or 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; provided, however, that the Company makes no representations and or warranties in this subsection (iv) shall not apply as to statements the information contained in or omissions omitted from the Registration Statement Statement, or the Prospectus made (or any supplement thereto), in reliance upon and in conformity with information furnished in writing to the Company in writing by any Underwriter through or on behalf of the Representatives expressly Manager specifically for use inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information contained in any Statement furnished by the Manager consists of Eligibility and Qualification of a trustee the last paragraph under the 1939 Act filed as an exhibit to heading “Plan of Distribution” in the Registration Statement (a “Form T-1”)Prospectus. For purposes The Commission has not issued any order preventing or suspending the use of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)Prospectus.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” as defined became effective upon filing with the Commission under Rule 405 462(e) of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; (“Rule 462(e)”) on November 18, 2014 and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto also became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including upon filing under Rule 415(a) of the 1933 Act Regulations462(e), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any prospectus has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at and no notice of objection of the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided Commission to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission Registration Statement or any post-effective amendment thereto pursuant to Rule 424(b401(g)(2) of the 1933 Act Regulations has been received by the Company. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). At the respective times the Registration Statement and any post-effective amendments thereto became effective and as of each Representation Date, the Registration Statement and any amendments thereto complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), in which case at the time it is first provided to the Underwriters for such use) and at Closing Timedid 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; provided, that the Company makes no representation or warranty with respect to the Underwriter Information (as defined below). The Prospectus and each amendment or supplement thereto, if any, at the time the Prospectus or any such amendment or supplement is issued and at the Closing Time, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendment or supplement thereto 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; provided, however, that the representations and warranties in this subsection (iv) shall not apply to statements in Company makes no representation or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity warranty with information furnished respect to the Company Underwriter Information. Each preliminary prospectus and any amendment thereto complied when so filed in writing by any Underwriter through all material respects with the Representatives expressly 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered or made available to the Underwriters for use in connection with the Registration Statement or offering of the Prospectus or Securities was and will be, at the information contained in any Statement time of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit such delivery, identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T. As of the Applicable Time, neither (x) the General Disclosure Package (as defined below) nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General 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; provided that the Company makes no representation or warranty with respect to the Underwriter Information. As used in this subsection and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).elsewhere in this Agreement:

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act Regulations that Securities Act. The Company has been filed with the Commission not earlier than three years prior complied, to the date hereof; and no notice of objection Commission’s satisfaction, with all requests of the Commission to the use of such Registration Statement for additional or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectussupplemental information, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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 misleadingif any. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act is in effect and no proceedings for that such purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. At the time the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “Annual Report”) was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, the Company was a “well known seasoned issuer” as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, and became effective upon filing on December 4, 2019. The Company has not received from the Commission any request on notice pursuant to Rule 401(g)(2) under the part Securities Act objecting to the Company’s use of the Commission for additional information has been complied withautomatic shelf registration form. The Company meets the requirements for use of Form S-3 under the Securities Act specified in the Financial Industry Regulatory Authority (“FINRA”) Conduct Rule 5110(B)(7)(C)(i). The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus time they were or hereafter are filed with the Commission pursuant to Rule 424(b) Commission, or became effective under the Exchange Act, as the case may be, complied and will comply in all material respects with the requirements of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)Exchange Act.

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act Regulations that Securities Act. The Company has been filed with the Commission not earlier than three years prior complied, to the date hereof; and no notice of objection Commission’s satisfaction with all requests of the Commission to the use of such Registration Statement for additional or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectussupplemental information, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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 misleadingif any. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act is in effect and no proceedings for that such purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. At the time the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”) was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, as well as at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Offered Shares in reliance on the exemption of Rule 163 under the Securities Act, the Company was a “well known seasoned issuer” as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, and became effective on May 20, 2021. The Company has not received from the Commission any request on notice pursuant to Rule 401(g)(2) under the part Securities Act objecting to the Company’s use of the Commission for additional information has been complied withautomatic shelf registration form. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus time they were or hereafter are filed with the Commission pursuant to Rule 424(b) Commission, or became effective under the Exchange Act, as the case may be, complied and will comply in all material respects with the requirements of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)Exchange Act.

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” (as defined under in Rule 405 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act Regulations that has been filed with Act. No stop order suspending the Commission not earlier than three years prior to the date hereof; and no notice of objection effectiveness of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of has been issued under the 1933 Act Regulations Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been received by issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the Trust Indenture Act. At the Closing Time, the Indenture will comply in all material respects with the applicable requirements of the Trust Indenture Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, complied 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 virtually 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 or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective and as of or at the Representation Datetime they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1933 1934 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Securities Exchange Act of 1934, as amended (the “1939 1934 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that has been filed with declared effective by the Commission not earlier than three years prior effective under the Securities Act. The Company has complied, to the date hereof; and no notice of objection Commission’s satisfaction, with all requests of the Commission to for additional or supplemental information, if any. No stop order suspending the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated or threatened by the Commission. At the time the Company’s Annual Report on Form 10-K for the year ended December 30, 2016 (the “Annual Report”) was filed with the Commission, or, if later, at the time the Registration Statement was originally 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 the Financial Industry Regulatory Authority, Inc. (“FINRA”) Conduct Rule 5110(B)(7)(C)(i). The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Base Prospectus, at the respective times time they were or hereafter are filed with the Registration Statement and any post-effective amendments thereto Commission, or became effective and under the Exchange Act, as of the Representation Datecase may be, complied and will comply in all material respects with the requirements of the 1933 Act Exchange Act. The Preliminary Prospectus and the 1933 Prospectus at the time of filing with the Commission complied in all material respects with the Securities Act Regulations and, if filed by electronic transmission pursuant to EXXXX (including Rule 415(a) except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the 1933 Act Regulations)Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and the Trust Indenture Act of 1939any post-effective amendment thereto, as amended (the “1939 Act”), and the rules and regulations of the Commission under applicable effective date, complied and, until such time as the 1939 Underwriters are no longer required to deliver a Prospectus in order to confirm sales of the Shares, will comply in all material respects with the Securities Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness As of the Registration Statement has been issued under Applicable Time, the 1933 Act Time of Sale Prospectus, together with each Road Show, if any, did not, and no proceedings for that purpose at the Closing Date (as defined in Section 2), will not, contain any untrue statement of a material fact or pursuant omit to Section 8A state a material fact necessary to make the statements therein, in the light of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending orcircumstances under which they were made, 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 withnot misleading. The Prospectus, as amended or supplemented, as of its applicable filing date and until such time as the Underwriters are no longer required to deliver a Prospectus to confirm sales of the Shares, did not, and at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act RegulationsClosing Date, in which case at the time it is first provided to the Underwriters for such use) and at Closing Timewill not, does not and will not include an contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the . The representations and warranties set forth in this subsection (iv) shall the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto or any free writing prospectus, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any Underwriter through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in Section 9(c) below. There are no contracts or other documents required to be described in the Registration Statement Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Company is not an “ineligible issuer” (as such term is defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Shares. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of Rule 433(d) under the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed or any preliminary prospectus, including any document incorporated by reference therein. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and any Road Show, if any, furnished to includethe Representative before first use, the Company has not prepared, used or referred to, and will not, without limitationthe Representative’s prior consent, prepare, use or refer to, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)free writing prospectus.

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of Company meets the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the requirements for use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of Form S-3 under the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Securities Act of 19391933, as amended (the “1939 1933 Act”), . The Company has filed with the Securities and the rules and regulations of the Exchange Commission under the 1939 Act (the “1939 Act RegulationsCommission”) a registration statement on such Form (having the number(s) set forth on Schedule B hereto), and did not and as which has become effective (including information (if any) deemed to be part of the Representation Date and registration statement at Closing Time do not contain an untrue statement the time of a material fact or omit effectiveness pursuant to state a material fact required to be stated therein or necessary to make Rule 430A under the statements therein not misleading. No order suspending 1933 Act), for the effectiveness of the Registration Statement has been issued registration under the 1933 Act of the Securities; and no proceedings stop order suspending its effectiveness has been issued and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have has been instituted or are pending initiated or, to the best knowledge of the Company, are contemplated threatened by the Commission. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act and complies in all other material respects with said Rule, and any request as amended at the date of this Agreement, including the exhibits thereto, and the information deemed a part thereof pursuant to Rule 430B(f)(1) under the 1933 Act on the part date of such registration statement’s effectiveness for purposes of Section 11 of the Commission 1933 Act, as such section applies to the Company and the Underwriters for additional information has been complied with. the Securities pursuant to Rule 430B(f)(2) under the 1933 Act (the “Effective Date”), is hereinafter called the “Registration Statement.” The form of prospectus included in such Registration Statement is hereinafter called the “Basic Prospectus,” and the Basic Prospectus, at as supplemented by the Representation Date (unless the term “Prospectus” refers to a preliminary prospectus which has been provided supplement dated December 8, 2008 relating to the Underwriters by Securities, in the Company for use in connection with the offering of the Securities which differs from the Prospectus form filed with the Commission pursuant to Rule 424(b) of under the 1933 Act Regulations(the “Preliminary Prospectus Supplement”), is hereinafter referred to as the “Preliminary Prospectus.” The Basic Prospectus, as amended or supplemented in final form, including by a prospectus supplement relating to the Securities in the form in which case at the time it is first provided filed with the Commission pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”), is hereinafter referred to as the “Prospectus.” The Company will file with the Commission the Prospectus Supplement in accordance with Rule 424(b). As filed, the Prospectus Supplement, together with the Basic Prospectus, shall contain all information required by the 1933 Act and the rules thereunder, and, except to the extent the Underwriters shall agree in writing to a modification, the Prospectus Supplement shall be in all substantive respects in the form furnished to the Underwriters for such useprior to the Execution Time (as defined below) and or, to the extent not completed at Closing the Execution Time, does not shall contain only such specific additional information and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, other changes (beyond that contained in the light of Basic Prospectus and any Preliminary Prospectus) as the circumstances under which they were madeCompany has advised the Underwriters, not misleading; provided, however, that the representations and warranties in this subsection (iv) shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished prior to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement Execution Time, will be included or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”)made therein. For purposes of this Section 1(a), all references Any reference herein to the Registration Statement, the Basic Prospectus, any post-effective amendments thereto and Preliminary Prospectus or the Prospectus shall be deemed to includerefer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, without limitationas amended (the “1934 Act”), on or before the date of this Agreement, or the issue date of the Basic Prospectus, any electronically transmitted copies thereof filed Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the 1934 Act after the date of this Agreement, Analysisor the issue date of the Basic Prospectus, and Retrieval system any Preliminary Prospectus or its Interactive Data Electronic Applications system (collectivelythe Prospectus, “XXXXX”)as the case may be, deemed to be incorporated therein by reference.

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement and that the Base Prospectus, at Company or another offering participant made a bona fide offer (within the respective times the Registration Statement and any post-effective amendments thereto became effective and as meaning of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a164(h)(2) of the 1933 Act Regulations)) of the Securities, and the Company was not an “ineligible issuer,” as defined in Rule 405. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of Trustee has duly filed with the Commission under a Statement of Eligibility on Form T-1 as an exhibit to the Registration Statement or pursuant to Section 305(b)(2) of the 1939 Act or as an exhibit to a Current Report on Form 8-K that is incorporated by reference in the Registration Statement. The Registration Statement became effective upon filing under Rule 462(e) of the 1933 Act Regulations (the “1939 Act RegulationsRule 462(e)”)) on April 12, 2006, and did not and as of the Representation Date and at Closing Time do 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 misleadingany post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to Any offer that was a prospectus which has been provided written communication relating to the Underwriters Securities made by the Company or any person acting on its behalf (within the meaning, for use in connection with the offering this paragraph only, of Rule 163(c) of the Securities which differs from 1933 Act Regulations) prior to the Prospectus time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement originally became effective and any amendment thereto became effective, at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 424(b430B(f)(2) of the 1933 Act Regulations, in which case and at the time it is first provided to the Underwriters for such use) and at Closing Time, does the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act, and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and 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, and, at the date hereof and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto contained or will contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time, the Statutory Prospectus and Retrieval system or its Interactive Data Electronic Applications system the information included on Schedule C hereto, all considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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. Each of the Company and the Guarantor meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “1933 Act”). The Registration Statement is an Company and the Guarantor have filed with the Securities and Exchange Commission (the “Commission”) a joint “automatic shelf registration statement” as defined on Form S-3 (File No. 333-202565-02) including the information, if any, deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, 430B or 430C under Rule 405 of the 1933 Act, for the registration under the 1933 Act Regulations that of the Notes. Such registration statement has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with meets the requirements of set forth in Rule 415(a)(1)(x) under the 1933 Act and complies in all other respects with said Rule, and as amended at the 1933 Act Regulations (date it became effective, including the exhibits thereto, is hereinafter called the “Registration Statement”. The base prospectus relating to offerings of securities by the Company and the Guarantor filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is hereinafter called the “Basic Prospectus”; any preliminary prospectus, including any preliminary prospectus supplement used in connection with the offer and sale of the Notes, filed with the Commission pursuant to Rule 415(a424(b) is hereinafter called the “Preliminary Prospectus”; the form of the final prospectus relating to the Notes filed with the Commission pursuant to Section 3(a) of this Agreement is hereinafter called the 1933 Act Regulations)“Prospectus”. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Trust Indenture documents incorporated by reference therein pursuant to Form S-3 which were filed under the Securities Exchange Act of 19391934, as amended (the “1939 1934 Act”), and the rules and regulations of the Commission under the 1939 Act thereunder (the “1939 1934 Act Regulations”), and did not and as on or before the date of this Agreement, or the issue date of the Representation Date Basic Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and at Closing Time do not contain an untrue statement any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of a material fact any document under the 1934 Act after the date of this Agreement, or omit to state a material fact required the issue date of the Basic Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be, deemed to be stated incorporated therein or necessary to make the statements therein not misleadingby reference. No stop order suspending the effectiveness of the Registration Statement has been issued Statement, or any post-effective amendment thereto, or any notice objecting to its use under the 1933 Act Rule 401(g)(2), is in effect, and no proceedings for that such purpose are pending before or threatened by the Commission. At or prior to 4:10 p.m., on April 7, 2015 (such time and date, the “Time of Sale”), the Company and the Guarantor had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated April 7, 2015, which shall include the Basic Prospectus, and each “free writing prospectus,” as defined pursuant to Rule 405 under the 1933 Act, including the final term sheet prepared and filed pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending or3(a) hereof, to the knowledge of the Company, are contemplated by the Commission, and any request listed on the part of the Commission for additional information has been complied with. The Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)Annex A hereto.

Compliance with Registration Requirements. The Registration Statement is an Company has filed with the Securities and Exchange Commission (the “automatic Commission”) a shelf registration statement” statement on Form S‑3 (File No. 333‑205306) under the Securities Act of 1933, as defined amended (the “1933 Act”), in respect of the Preferred Stock and Depositary Shares (including the Securities and the Company’s common stock, par value $0.01 per share (the “Common Stock”)) on June 26, 2015, which contains a base prospectus, to be used in connection with the public offering and sale of the Securities and the shares of Common Stock issuable upon conversion of the Securities; the Company satisfies all eligibility requirements for use of Form S‑3 as contemplated by such registration statement and this Agreement; such registration statement became effective on June 26, 2015 under Rule 405 of 462(e) the 1933 Act Regulations that (“Rule 462(e)”) upon filing, and any post-effective amendment thereto also became effective upon filing under Rule 462(e); the Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information with respect to such registration statement or otherwise; no stop order suspending the effectiveness of such registration statement or any part thereof has been filed with the Commission not earlier than three years prior issued and no proceeding for that purpose has been initiated or, to the date hereof; knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each Company (the base prospectus filed as part of such registration statement, in the Registration Statement and form in which it was filed with the Base Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”); the various parts of such registration statement, at the respective times the Registration Statement including all exhibits thereto and any post-effective amendments thereto became effective and as of prospectus supplement or prospectus relating to the Representation Date, complied and comply in all material respects Securities that is filed with the requirements Commission and deemed by virtue of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued 430B under the 1933 Act to be part of such registration statement (any such information that was omitted from such registration statement at the time it became effective but that was deemed to be a part and no proceedings for that purpose or included in such registration statement pursuant to Section 8A of Rule 430B under the 1933 Act against the Company or related is referred to the offering of the Securities have been instituted or are pending oras “430B Information”), to the knowledge of the Company, are contemplated by the Commission, and any request on the each as amended at each time such part of the Commission for additional information has been complied with. The Prospectusregistration statement became effective, at are hereinafter collectively called the Representation Date (unless the term “Prospectus” refers to a Registration Statement”; each preliminary prospectus which has been provided to the Underwriters by the Company for use used in connection with the offering of the Securities which differs from that omitted Rule 430B Information, including the related Basic Prospectus in the form first filed by the Company pursuant to Rule 424(b) under the 1933 Act is herein called, a “Preliminary Prospectus”; the final prospectus supplement specifically relating to the Securities prepared and filed with the Commission pursuant to Rule 424(b) of under the 1933 Act Regulationsis hereinafter called the “Prospectus Supplement”; the Basic Prospectus, in which case at as amended and supplemented by the time it Prospectus Supplement, is first provided hereinafter called the “Prospectus”; any reference herein to the Underwriters for such use) Basic Prospectus, each Preliminary Prospectus or the Prospectus shall be deemed to refer to and at Closing Time, does not and will not include an untrue statement the documents incorporated by reference therein pursuant to Item 12 of a material fact or omit to state a material fact necessary in order to make Form S‑3 under the statements therein, in the light of the circumstances under which they were made, not misleading1933 Act; provided, however, that no representation or warranty included in any exhibit to any such incorporated document, other than the representations and warranties in this subsection (iv) shall not apply contained herein, is deemed to statements in be made to you; any reference to any amendment or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished supplement to the Company in writing by Basic Prospectus, any Underwriter through the Representatives expressly for use in the Registration Statement Preliminary Prospectus or the Prospectus or the information contained in shall be deemed to refer to and include any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references post-effective amendment to the Registration Statement, any post-effective amendments thereto and prospectus supplement or base prospectus relating to the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof Securities filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the 1933 Act and any documents filed under the Securities Exchange Act of 1934, Analysisas amended (the “1934 Act”), and Retrieval system incorporated therein, in each case after the date of the Basic Prospectus, each Preliminary Prospectus or its Interactive Data Electronic Applications system (collectivelythe Prospectus, “XXXXX”)as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement.

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of Company meets the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the requirements for use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of Form S-3 under the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Securities Act of 19391933, as amended (the “1939 1933 Act”), . The Company has filed with the Securities and the rules and regulations of the Exchange Commission under the 1939 Act (the “1939 Act RegulationsCommission”) a registration statement on such Form (having the number(s) set forth on Schedule B hereto), and did not and as which has become effective (including information (if any) deemed to be part of the Representation Date and registration statement at Closing Time do not contain an untrue statement the time of a material fact or omit effectiveness pursuant to state a material fact required to be stated therein or necessary to make Rule 430A under the statements therein not misleading. No order suspending 1933 Act), for the effectiveness of the Registration Statement has been issued registration under the 1933 Act of the Securities; and no proceedings stop order suspending its effectiveness has been issued and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have has been instituted or are pending initiated or, to the best knowledge of the Company, are contemplated threatened by the Commission. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act and complies in all other material respects with said Rule, and any request as amended at the date of this Agreement, including the exhibits thereto, and the information deemed a part thereof pursuant to Rule 430B(f)(1) under the 1933 Act on the part date of such registration statement’s effectiveness for purposes of Section 11 of the Commission 1933 Act, as such section applies to the Company and the Underwriters for additional information has been complied with. the Securities pursuant to Rule 430B(f)(2) under the 1933 Act (the “Effective Date”), is hereinafter called the “Registration Statement.” The form of prospectus included in such Registration Statement is hereinafter called the “Basic Prospectus,” and the Basic Prospectus, at as supplemented by the Representation Date (unless the term “Prospectus” refers to a preliminary prospectus which has been provided supplement dated December 8, 2009 relating to the Underwriters by Securities, in the Company for use in connection with the offering of the Securities which differs from the Prospectus form filed with the Commission pursuant to Rule 424(b) of under the 1933 Act Regulations(the “Preliminary Prospectus Supplement”), is hereinafter referred to as the “Preliminary Prospectus.” The Basic Prospectus, as amended or supplemented in final form, including by a prospectus supplement relating to the Securities in the form in which case at the time it is first provided filed with the Commission pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”), is hereinafter referred to as the “Prospectus.” The Company will file with the Commission the Prospectus Supplement in accordance with Rule 424(b). As filed, the Prospectus Supplement, together with the Basic Prospectus, shall contain all information required by the 1933 Act and the rules thereunder, and, except to the Underwriters for such use) and at Closing Timeextent the Representatives shall agree in writing to a modification, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary the Prospectus Supplement shall be in order to make the statements therein, all substantive respects in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information form furnished to the Company in writing by any Underwriter through Representatives prior to the Representatives expressly for use Execution Time (as defined below) 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 Registration Statement or Basic Prospectus and any Preliminary Prospectus) as the Prospectus or Company has advised the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit Representatives, prior to the Registration Statement (a “Form T-1”)Execution Time, will be included or made therein. For purposes of this Section 1(a), all references Any reference herein to the Registration Statement, the Basic Prospectus, any post-effective amendments thereto and Preliminary Prospectus or the Prospectus shall be deemed to includerefer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, without limitationas amended (the “1934 Act”), on or before the date of this Agreement, or the issue date of the Basic Prospectus, any electronically transmitted copies thereof filed Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the 1934 Act after the date of this Agreement, Analysisor the issue date of the Basic Prospectus, and Retrieval system any Preliminary Prospectus or its Interactive Data Electronic Applications system (collectivelythe Prospectus, “XXXXX”)as the case may be, deemed to be incorporated therein by reference.

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement and that the Base Prospectus, at Company or another offering participant (with respect to the respective times offering contemplated hereby) made a bona fide offer (within the Registration Statement and any post-effective amendments thereto became effective and as meaning of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a164(h)(2) of the 1933 Act Regulations)) of the Securities, and the Company was not an “ineligible issuer,” as defined in Rule 405. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of Trustee has duly filed with the Commission under a Statement of Eligibility on Form T-1 as an exhibit to the Registration Statement or pursuant to Section 305(b)(2) of the 1939 Act or as an exhibit to a Current Report on Form 8-K that is incorporated by reference in the Registration Statement. The Registration Statement became effective upon filing under Rule 462(e) of the 1933 Act Regulations (the “1939 Act RegulationsRule 462(e)”)) on April 12, 2006, and did not and as of the Representation Date and at Closing Time do 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 misleadingany post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to Any offer that was a prospectus which has been provided written communication relating to the Underwriters Securities made by the Company or any person acting on its behalf (within the meaning, for use in connection with the offering this paragraph only, of Rule 163(c) of the Securities which differs from 1933 Act Regulations) prior to the Prospectus time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement originally became effective and any amendment thereto became effective, at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 424(b430B(f)(2) of the 1933 Act Regulations, in which case and at the time it is first provided to the Underwriters for such use) and at Closing Time, does the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act, and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and 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, and, at the date hereof and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto contained or will contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus, considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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 Registration Statement is an “automatic shelf registration statement” as defined Company meets the requirements for use of Form S-3 under Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the CompanyAct. Each of the Registration Statement and the Base Prospectus, at the respective times the any Rule 462(b) Registration Statement and any post-has become effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of under the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 In addition, each Indenture has been duly qualified under the 1939 Act. At the respective times 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 effective and at each Representation Date, the Registration Statement, 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 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 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, at the Representation Closing Time and at each Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from Delivery, if any, the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does any amendments and supplements thereto did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. If the Company elects to rely upon Rule 434 of the 1933 Act Regulations, however, that the representations Company will comply with the requirements of Rule 434. Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from prospectus filed as part of the Registration Statement as originally filed or Prospectus made in reliance upon and in conformity with information furnished as part of any amendment thereto, or filed pursuant to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee Rule 424 under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a)1933 Act, all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).complied when so

Compliance with Registration Requirements. The Company and each Guarantor meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” as defined became effective upon filing with the Commission under Rule 405 462(e) of the 1933 Act Regulations that (“Rule 462(e)”) on November 17, 2017 and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any prospectus has been filed with issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or any Guarantor or related to the offering of the Securities have been instituted or are pending or, to the knowledge of the Company or any Guarantor, are contemplated by the Commission, any request on the part of the Commission not earlier than three years prior to the date hereof; for additional information has been complied with, and no notice of objection of the Commission to the use of such the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the CompanyCompany or any Guarantor. Each In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the Registration Statement and the Base Prospectus, at “1939 Act”). At the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the each Representation Date, complied the Registration Statement and any amendments thereto complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not, does not and as of the Representation Date and at Closing Time do 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; provided, that the Company and the Guarantors make no representation or warranty with respect to the Underwriter Information (as defined below). No order suspending The Prospectus and each amendment or supplement thereto, if any, at the effectiveness time the Prospectus or any such amendment or supplement is issued and at the Closing Time, complied, complies and will comply in all material respects with the requirements of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at and neither the time it is first provided to the Underwriters for such use) and at Closing TimeProspectus nor any amendment or supplement thereto included, does not and includes or will not 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; provided, however, that the representations Company and warranties in this subsection (iv) shall not apply to statements in the Guarantors make no representation or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity warranty with information furnished respect to the Company Underwriter Information. Each preliminary prospectus and any amendment thereto complied when so filed in writing by any Underwriter through all material respects with the Representatives expressly 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered or made available to the Underwriters for use in connection with the Registration Statement or offering of the Prospectus or Securities was and will be, at the information contained in any Statement time of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit such delivery, identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T. As of the Applicable Time, neither (x) the General Disclosure Package (as defined below) nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General 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; provided, that the Company and Retrieval system the Guarantors make no representation or its Interactive Data Electronic Applications system (collectively, “XXXXX”).warranty with respect to the Underwriter Information. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Registration Statement is an “Company meets the requirements for use of Form S-3 under the 1933 Act and for use of automatic shelf registration statement” statements (as defined under in Rule 405 of under the 1933 Act Regulations that Act) on Form S-3. The Company has been filed with the Commission Commission, not earlier than three years prior to the date hereof, an automatic shelf registration statement on Form S-3 (File No. 333-264984), including a prospectus, relating to certain securities to be issued from time to time by the Company, including the Securities, which registration statement became effective upon filing pursuant to Rule 462(e) under the 1933 Act; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding or examination under Section 8(d) or 8(e) of the 1933 Act has been instituted or, to the Company’s knowledge, threatened by the Commission; the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act; and no notice of objection of the Commission to the use of such Registration Statement the registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of under the 1933 Act Regulations has been received by the Company. Each The parts of the registration statement, including all exhibits thereto and the documents filed under the 1934 Act that are incorporated by reference in the prospectus relating to the Securities contained in the registration statement at the time such part of the registration statement became effective, each as amended at the time each such part of the registration statement most recently became effective, are hereinafter collectively called the “Registration Statement,” and such times are hereinafter collectively called the “applicable effective date” of the Registration Statement. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(ix) or (x) under the 1933 Act. The prospectus dated May 16, 2022 relating to the Securities contained in the registration statement is hereinafter referred to as the “Base Prospectus.” In connection with the sale of the Securities, the Company has filed with the Commission pursuant to Rule 424(b) under the 1933 Act a preliminary prospectus supplement relating to the Securities. Such preliminary prospectus supplement and Base Prospectus, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are hereinafter called, collectively, the “Pre-Pricing Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement dated November 7, 2023 (the “Prospectus Supplement”) and will file the Prospectus Supplement and the Base Prospectus with the Commission, all in accordance with the provisions of Rule 430B and Rule 424(b). The Prospectus Supplement and the Base Prospectus, at in the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided form first furnished to the Underwriters by the Company for use in connection with the offering of the Securities which differs from (whether to meet the Prospectus filed with the Commission request of purchasers pursuant to Rule 424(b173(d) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(aotherwise), all references are herein called, collectively, the “Prospectus.” Any reference herein to the Registration Statement, any postthe Pre-effective amendments thereto and Pricing Prospectus or the Prospectus shall be deemed to includerefer to and include the documents filed under the 1934 Act and incorporated by reference therein on or before the applicable effective date of the Registration Statement or the issue date of the Pre-Pricing Prospectus or the Prospectus, without limitationas the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Pre-Pricing Prospectus or the Prospectus shall be deemed to refer to and include any electronically transmitted copies thereof documents filed with under the Commission pursuant to its Electronic Data Gathering1934 Act and incorporated by reference therein after the applicable effective date of the Registration Statement or the issue date of the Pre-Pricing Prospectus or the Prospectus, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)as the case may be.

Compliance with Registration Requirements. (A) The Registration Statement is Company meets the requirements for use of Form S-3 under the 1933 Act and has prepared and filed with the Commission an “automatic shelf registration statement” , as defined in Rule 405, on Form S-3, including a related Base Prospectus, for registration under Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) offering and sale of the 1933 Act Regulations has been received by Underwritten Securities and other securities of the Company. Each of the Such Registration Statement and the Base ProspectusStatement, at the respective times the Registration Statement and including any post-effective amendments thereto filed before Execution Time, became effective on filing and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendments thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company, and any request on the part of the Commission for additional information has been complied with. The Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus may have filed with the Commission Commission, as part of an amendment or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Underwritten Securities, each of which has previously been furnished to the Representative(s). The Company will file with the Commission a final prospectus supplement relating to the Underwritten Securities in accordance with Rule 424(b). As filed, such final prospectus supplement, except to the extent the Representative(s) shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representative(s) prior to the Execution Time or, to the extent not completed prior to the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised the Representative(s), prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) of the 1933 Act Regulations. (B) On each Effective Date, the Registration Statement including any amendments thereto did or will, and when the Prospectus is first filed in which case accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the respective rules thereunder (the “1939 Act Regulations”); on each Effective Date and at the time it is first provided to the Underwriters for such use) and at Closing Execution Time, does the Registration Statement did not and will not include an contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Indenture did or will comply in all material respects with the applicable requirements of the 1939 Act and the rules thereunder; and on the date of any filing pursuant to Rule 424(b) and at the Closing Time, the Prospectus (together with any supplement thereto) did not and will not include any 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; provided, however, that the representations and or warranties in this subsection (iv) shall not apply to statements (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the 1939 Act of the Trustee or (ii) the information contained in or omissions omitted from the Registration Statement or the Prospectus made (or any supplement thereto) in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representatives expressly Representative(s) specifically for use inclusion in the Registration Statement or the Prospectus (or any supplement thereto). (C) (i) The Disclosure Package (as defined below) and (ii) each electronic road show, if any, when taken together as a whole with the information contained in Disclosure Package, does not contain any Statement of Eligibility and Qualification untrue statement of a trustee material fact or 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. The preceding sentence does not apply to statements in or omissions from the 1939 Act filed as an exhibit Disclosure Package based upon and in conformity with written information furnished to the Registration Statement Company by any Underwriter through the Representative(s) specifically for use therein. The term “Disclosure Package” means the Base Prospectus, the Preliminary Prospectus used most recently prior to the Execution Time, the Issuer Free Writing Prospectuses (a “Form T-1”). For purposes as defined in Rule 433 of this Section 1(athe 1933 Act Regulations), all references to if any, identified in Schedule II of the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysisapplicable Terms Agreement, and Retrieval system or its Interactive Data Electronic Applications system any other Free Writing Prospectus (collectively, “XXXXX”)as defined in Rule 405 of the 0000 Xxx) that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

Compliance with Registration Requirements. The (A) At the time of filing the Registration Statement, any 462(b) Registration Statement is and any post-effective amendments thereto, (B) 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 (C) at the date hereof, the Company was not an “automatic shelf registration statementineligible issuer” as defined under in Rule 405 of the 1933 Act Regulations that (“Rule 405”). The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement (including any Rule 462(b) Registration Statement) has been filed with declared effective by the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of under the 1933 Act Regulations has been received by and no stop order suspending the Company. Each effectiveness of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for 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, 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. The Company has fully complied with any request on the part of the Commission. At the respective times the Registration Statement (including any Rule 462(b) Registration Statement) and any post-effective amendments thereto became effective, at each deemed effective date with respect to the Underwriters and as the Securities pursuant to Rule 430B(f)(2), at the Closing Time and at each Date of Delivery (if any), each of the Representation Date, Registration Statement and any amendment or supplement thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending Neither the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose Prospectus nor any amendment or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectussupplement thereto, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering respective dates of the Securities which differs from Prospectus or such amendment or supplement, at the respective times that the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulationsand any such amendment or supplement were issued, in which case at the time it is first provided to the Underwriters for such use) and Closing Time or at Closing Timeany Date of Delivery, does not and included or will not 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; provided. At the Applicable Time, howevereach Issuer-Represented Free Writing Prospectus (as defined below) identified on Schedule B hereto, that the Statutory Prospectus and the 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 Applicable Time as set forth on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”), did not include an untrue statement of a material fact or 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. The representations and warranties in this subsection (iv) the preceding two paragraphs shall not apply to statements in or omissions from the Registration Statement or any amendment thereto or any preliminary prospectus, the Prospectus, the Issuer-Represented Free Writing 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 any Underwriter through the Representatives Representative on behalf of the Underwriters expressly for use in therein. Any preliminary prospectus, the Registration Statement or the Statutory Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to includecomplied or will comply, without limitationas the case may be, any electronically transmitted copies thereof when filed with the Commission pursuant to its Electronic Data Gathering, Analysis, in all material respects with the 1933 Act and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).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. The Registration Statement is an “automatic a shelf registration statement” as defined under Rule 405 , and the offer and sale of the 1933 Act Regulations that Depositary Shares is registered by the Company on such shelf registration statement. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has been filed with declared effective by the Commission under the Securities Act, and the initial effective date of the Registration Statement is not earlier more than three years prior to before the date hereof; of this Agreement. No stop order suspending the effectiveness of the Registration Statement, and Rule 462(b) Registration statement or any post-effective amendment thereto has been issued under the Securities Act, no notice of objection of the Commission to the use of such the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2401(g) of under the 1933 Securities Act Regulations has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, are contemplated or threatened by the Commission. Each The Company has complied, to the Commission’s satisfaction, with each request (if any) of the Commission for additional or supplemental information, if any. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Base Prospectus, at the respective times time they were or hereafter are filed with the Registration Statement and any post-effective amendments thereto Commission, or became effective and under the Exchange Act, as of the Representation Datecase may be, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Exchange Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined Partnership meets the requirements for use of Form S-3 under Rule 405 of the 1933 Securities Act Regulations that and has been prepared and filed with the Commission not earlier than three years prior to the date hereof; and no notice a registration statement on Form S-3 (File No. 333-212962), including a form of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectusprospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects conformity with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Securities Act of 19391933, as amended (the “1939 Securities Act”), and the rules and regulations of the Commission under the 1939 Act thereunder (the “1939 Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) for registration under the Securities Act Regulationsof the offering and sale of the Units, and such registration statement has become effective. The Registration Statement (as defined below) contains certain information concerning the offering and sale of the Common Units, including the Units, and contains additional information concerning the Partnership and its business; the Commission has not issued an order preventing or suspending the use of the Base Prospectus (as defined below), the Prospectus Supplement (as defined below) or the Prospectus (as defined below), or the effectiveness of the Registration Statement, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted or, to the Partnership’s knowledge, threatened by the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Managers, as well as any new registration statement or post-effective amendment as may have been filed pursuant to Sections 4(g) or (h) of this Agreement, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of the registration statement at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Managers, and (3) any registration statement filed to register the offer and sale of Units pursuant to Rule 462(b) under the Securities Act. Except where the context otherwise requires, “Effective Date,” means each date and time that the Registration Statement and any post-effective amendment or amendment thereto became or becomes effective. Except where the context otherwise requires, “Base Prospectus,” as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements thereto as of the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means the final prospectus supplement, relating to the Units, filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act on or before the second business day after the date hereof (or such earlier time as may be required under the Securities Act), in the form furnished by the Partnership to the Managers in connection with the offering of the Units. Except where the context otherwise requires, “Prospectus,” as used herein, means the Prospectus Supplement together with the Base Prospectus attached to or used with the Prospectus Supplement. Notwithstanding the foregoing, if any revised base prospectus, prospectus supplement or prospectus shall be provided to the Managers by the Partnership for use in connection with the offering and sale of the Units which differs from the Base Prospectus, Prospectus Supplement or Prospectus, as the case may be (whether or not such revised base prospectus, prospectus supplement or prospectus is required to be filed by the Partnership pursuant to Rule 424(b) of the Securities Act), the terms “Base Prospectus,” “Prospectus Supplement” and “Prospectus” shall refer to such revised base prospectus, prospectus supplement or prospectus, as the case may be, from and after the time it is first provided to the Managers for such use. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”) on or after the initial effective date of the Registration Statement, or the date of the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, and deemed to be incorporated therein by reference. The Registration Statement complied when it became effective, complies as of the date hereof and, as amended or supplemented, at each deemed effective date with respect to the Managers pursuant to Rule 430(B)(f)(2) of the Securities Act, as of the time of each sale of Units pursuant to this Agreement (each, a “Time of Sale”), at each Settlement Date (as defined in Section 3(a)(vi) hereof), and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units, will comply, in all material respects, with the requirements of the Securities Act, and the Registration Statement did not and as of the Representation Date and will not, at Closing Time do not or during 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. No order suspending ; the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related conditions to the offering use of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use Form S-3 in connection with the offering and sale of the Units as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Units as contemplated hereby comply with, the requirements of Rule 415 under the Securities which differs from Act (including, without limitation, Rule 415(a)(5)); the Base Prospectus complied or will comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of each Time of Sale, at each Settlement Date and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 424(b153 or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units, will comply, in all material respects, with the requirements of the Securities Act; at no time during the period that begins on the earlier of the date of the Base Prospectus and the date the Base Prospectus was filed with the Commission and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units did or will the Base Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units, in all material respects, with the requirements of the Securities Act (including, without limitation, Section 10(a) of the 1933 Act Regulations, in which case Securities Act); at no time during the period that begins on the date of the Prospectus Supplement and ends at the time it later of each Settlement Date and the end of the period during which a prospectus is first provided required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Underwriters for such useSecurities Act or any similar rule) and at Closing Timein connection with any sale of Units did or will the Prospectus, does not and will not as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties Partnership makes no representation or warranty with respect to any statement contained in this subsection (iv) shall not apply to statements in or omissions from the Registration Statement Statement, the Base Prospectus or the Prospectus made in reliance upon and in conformity with information concerning any Manager and furnished to the Company in writing by any Underwriter through the Representatives or on behalf of such Manager expressly for use in the Registration Statement Statement, the Base Prospectus or the Prospectus, as the case may be; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For all purposes of this Agreement (including, without limitation, the provisions of this paragraph and of Section 7 of this Agreement), the Partnership and each Manager, severally and not jointly, agree that the only information furnished or to be furnished by or on behalf of such Manager expressly for use in the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus or any amendment or supplement to any of the information contained foregoing is the statement that such Manager will not engage in any Statement transactions that stabilize the Common Units appearing in the last sentence of Eligibility and Qualification of a trustee the first paragraph under the 1939 Act filed as an exhibit to the Registration Statement (a caption “Form T-1”). For purposes Plan of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and Distribution” in the Prospectus shall be deemed to includeSupplement dated May 10, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)2017.

Compliance with Registration Requirements. The Registration Statement is Company has filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), on Form S‑3 (File No. 333-217491), in respect of certain of the 1933 Act Regulations that has been filed with Company’s securities, including the Commission Common Stock, not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of under the 1933 Act Regulations has been received by the Company. Each Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”; the various parts of such registration statement, excluding any Form T-1 but including all other exhibits thereto and any prospectus supplement or prospectus relating to the Shares that is filed with the Commission and deemed by virtue of Rule 430B under the 1933 Act to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement Statement”; the prospectus supplement specifically relating to the Shares prepared and filed with the Base Commission pursuant to Rule 424(b) under the 1933 Act is hereinafter called the “Prospectus Supplement”; the Basic Prospectus, at as amended and supplemented by the respective times Prospectus Supplement, is hereinafter called the Registration Statement “Prospectus”; any reference herein to the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S‑3 under the 1933 Act; any reference to any amendment or supplement to the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendments thereto became effective and as of amendment to the Representation DateRegistration Statement, complied and comply in all material respects any prospectus supplement or base prospectus relating to the Shares filed with the requirements of Commission pursuant to Rule 424(b) under the 1933 Act and any documents filed under the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Securities Exchange Act of 19391934, as amended (the “1939 1934 Act”), and the rules and regulations of the Commission under the 1939 Act thereunder (the “1939 1934 Act Regulations”) and incorporated therein, in each case after the date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”). No order preventing or suspending the use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and the Basic Prospectus and the Prospectus Supplement, at the time of filing thereof, conformed in all material respects to the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) and did not and as of the Representation Date and at Closing Time do not contain or 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement that the Company or another offering participant (with respect to the offering contemplated hereby) made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities, the Company was not an “ineligible issuer,” as defined in Rule 405. The Registration Statement became effective upon filing under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”) on February 22, 2013, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the Base Prospectuseffectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, at 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. Any offer that was a written communication relating to the Securities made by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) prior to the time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement and any post-effective amendments thereto originally became effective and as any amendment thereto became effective, at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Representation Date1933 Act Regulations, and at the Closing Time, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of Act, the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectusand, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case date hereof and at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and neither the Prospectus nor any amendments or supplements thereto contained or will not include an contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus and the information included on Schedule C hereto, considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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 Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 (A) At the time of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of filing the Registration Statement and the Base ProspectusStatement, at the respective times the any 462(b) Registration Statement and any post-effective amendments thereto became effective and as thereto, (B) at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a164(h)(2) of the 1933 Act Regulations)) of the Securities, and (C) at the Trust Indenture Act date hereof, (x) the Company satisfied and satisfies the registrant eligibility requirements for the use of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission Form S-3 under the 1939 1933 Act and (y) the “1939 Act Regulations”), and did Company was not and is not an “ineligible issuer” as of the Representation Date and at Closing Time do 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 misleadingdefined in Rule 405. The Registration Statement became effective on January 16, 2020. No stop order suspending the effectiveness of the Registration Statement Statement, any Rule 462(b) Registration Statement, or any respective post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at Registration Statement meets the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use requirements set forth in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) 415 of the 1933 Act Regulations. At the respective times the Registration Statement, in which case any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the time it is first provided to the Underwriters for such use) and at Closing Time, does 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 1933 Act, the 1933 Act Regulations, the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued 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; provided. Each preliminary prospectus, howeverthe Base Prospectus, that any Prospectus Supplement, and the representations Prospectus complied when so filed in all material respects with the 1933 Act and warranties in this subsection (iv) shall not apply to statements in or omissions from the Registration Statement or 1933 Act Regulations and each preliminary prospectus, the Base Prospectus, any Prospectus made in reliance upon Supplement, and in conformity with information furnished the Prospectus delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T. As of the Applicable Time, neither (x) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Applicable Time and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus, all considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General 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 Registration Statement has become effective under the Securities Act. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated or threatened by the Commission. At the time the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “Annual Report”) was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, as well as at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Offered Shares in reliance on the exemption of Rule 163 under the Securities Act, the Company was a “well known seasoned issuer” as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of under the 1933 Act Regulations that Securities Act, and became effective on November 26, 2018. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act objecting to the Company’s use of the 1933 Act Regulations has been received automatic shelf registration form. The documents incorporated or deemed to be incorporated by the Company. Each of reference in the Registration Statement Statement, the Time of Sale Prospectus and the Base Prospectus, at the respective times time they were or hereafter are filed with the Registration Statement and any post-effective amendments thereto Commission, or became effective and under the Exchange Act, as of the Representation Datecase may be, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Exchange Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The (A) (i) At the time of filing the Registration Statement is an Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), and (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 0000 Xxx) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the 1933 Act, the Company was a “automatic shelf registration statementwell-known seasoned issuer” as defined in Rule 405 under the 1933 Act, (B) 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 (C) at the date hereof, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations that has been filed with (“Rule 405”). The Company meets the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the requirements for use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of Form S-3 under the 1933 Act Regulations has been received by the CompanyAct. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the Base Prospectus, at 1933 Act and no stop order suspending the respective times effectiveness of the Registration Statement and any post-effective amendments amendment thereto became or any Rule 462(b) Registration Statement and any post-effective and as of the Representation Dateamendment thereto, complied and comply in all material respects with the requirements of each under the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations)Act, and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 ProspectusAt the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters Closing Time and at each additional time of purchase by the Company for use Underwriter, pursuant to this Agreement, if any, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied, complies and will comply in connection all material respects with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) requirements of the 1933 Act Regulations, in which case at and the time it is first provided to the Underwriters for such use) 1933 Act Regulations and at Closing Timedid 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, at the Closing Time or at each additional time of purchase by the Underwriter, pursuant to this Agreement, if any, 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; provided. Each preliminary prospectus and the Prospectus, however, that complied when so filed in all material respects with the representations 1933 Act and warranties in this subsection (iv) shall not apply to statements in or omissions from the Registration Statement or 1933 Act Regulations and each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), the Final Term Sheet (as defined below), the Issuer-Represented General Free Writing Prospectus (as defined below) issued at or prior to the Applicable Time (as defined below) and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus (as defined below), all considered together (collectively, the “XXXXXGeneral Disclosure Package”)., does not contain any untrue statement of a material fact or 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. The Registration Statement is an “automatic a shelf registration statement” as defined under Rule 405 , and the offer and sale of the 1933 Act Regulations that Depositary Shares is registered by the Company on such shelf registration statement. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has been filed with declared effective by the Commission under the Securities Act, and the initial effective date of the Registration Statement is not earlier more than three years prior to before the date hereof; of this Agreement. No stop order suspending the effectiveness of the Registration Statement, and Rule 462(b) Registration statement or any post-effective amendment thereto has been issued under the Securities Act, no notice of objection of the Commission to the use of such the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2401(g) of under the 1933 Securities Act Regulations has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, are contemplated or threatened by the Commission. Each The Company has complied, to the Commission’s satisfaction, ​ ​ with each request (if any) of the Commission for additional or supplemental information, if any. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Base Prospectus, at the respective times time they were or hereafter are filed with the Registration Statement and any post-effective amendments thereto Commission, or became effective and under the Exchange Act, as of the Representation Datecase may be, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Exchange Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Regulations that Company has been prepared and filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2a registration statement (File No. 333-[•]) of on Form N-2, including a related basic prospectus, for registration under the 1933 Act Regulations has been received by the Company. Each of the offering and sale of the Shares. Such Registration Statement and the Base ProspectusStatement, at the respective times the Registration Statement and including any post-effective amendments thereto became effective filed prior to the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”), has become effective. The Company may have filed, as part of an amendment to the Registration Statement or pursuant to Rule 497 under the 1933 Act, one or more amendments thereto, each of which has previously been furnished to you. The Company will file with the Commission one or more prospectus supplements (collectively, the “Prospectus Supplement”) related to the Shares in accordance with Rule 497 under the 1933 Act. As filed, such Prospectus Supplement, together with the Basic Prospectus, shall contain all information required by the 1933 Act and the 1940 Act and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, as of the Representation time of each sale of Shares pursuant to this Agreement (each, a “Time of Sale”), at each Settlement Date (as defined in Section 4(a)(vi) hereof), and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, meets or will meet the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act. On the Effective Date, complied the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 497 under the 1933 Act, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, as of each Time of Sale, at each Settlement Date, and at all times during which a prospectus is required by the 1933 Act to be delivered in connection with any sale of Shares, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) 1940 Act; on the Effective Date, at the Execution Time and, as amended or supplemented, as of each Time of Sale, at each Settlement Date and at all times during which a prospectus is required by the 1933 Act Regulations)to be delivered in connection with any sale of Shares, and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and Registration Statement did not and as of the Representation Date and at Closing Time do 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. No order suspending ; and at no time during the effectiveness period that begins on the date of the Registration Statement has been issued under Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use be delivered in connection with any sale of Shares did or will the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act RegulationsProspectus, in which case at the time it is first provided to the Underwriters for such use) and at Closing Timeas then amended or supplemented, does not and will not include an any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations and or warranties in this subsection (iv) shall not apply as to statements the information contained in or omissions omitted from the Registration Statement Statement, or the Prospectus made (or any supplement thereto), in reliance upon and in conformity with information furnished in writing to the Company in writing by any Underwriter through or on behalf of the Representatives expressly Manager specifically for use inclusion in the Registration Statement or the Prospectus (or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(asupplement thereto), all references to it being understood and agreed that the Registration Statement, only such information furnished by the Manager consists of [·]. The Commission has not issued any post-effective amendments thereto and order preventing or suspending the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with use of the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)Prospectus.

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined Company meets the requirements for use of Form S-3 under Rule 405 of the 1933 Act Regulations that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the CompanyAct. Each of the Registration Statement and the Base ProspectusStatement, at the respective times the any Rule 462 Registration Statement and any post-effective amendments thereto became thereof has become effective and as of the Representation Date, complied and comply in all material respects with the requirements of under the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No no stop order suspending the effectiveness of the Registration Statement or any Rule 462 Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 ProspectusAt the respective times the Registration Statement, any Rule 462 Registration Statement and any post-effective amendments thereto became effective and at the Representation Date Closing Time, the Registration Statement, the Rule 462 Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 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. Neither the Prospectus (unless the term “"Prospectus” " refers to a prospectus which has been provided to the Underwriters Underwriter by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with on file at the Commission pursuant to Rule 424(b) of at the 1933 Act Regulationstime the Registration Statement first becomes effective, in which case at the time it is first provided to the Underwriters Underwriter for such use) nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, does not and if any Option Securities are purchased, at the Date of Delivery), 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; provided. If Rule 434 is used, howeverthe Company will comply with the requirements of Rule 434. Each preliminary prospectus and the Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, that or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Regulations and, if applicable, 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 EDGAX, xxcept to the extent permitted by Regulation S-T. The representations and warranties in this subsection (iv) 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 the Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)Prospectus.

Compliance with Registration Requirements. The Registration Statement is Company has filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3, in respect of the 1933 Act Regulations that has been filed with Company’s Common Stock (including the Commission not earlier Shares) (collectively, the “Securities”), which became automatically effective no more than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of under the 1933 Act Regulations has been received by the Company. Each Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”; the various parts of such registration statement, including all exhibits thereto and any prospectus or prospectus supplement relating to the Shares that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the Registration Statement and the Base Prospectusregistration statement became effective, at the respective times the Registration Statement and including any post-effective amendments thereto became effective and as of thereto, are hereinafter collectively called the Representation Date“Registration Statement”; the Base Prospectus, complied and comply in all material respects together with the requirements prospectus specifically relating to the Shares and filed as part of such Registration Statement, as updated by any prospectus supplement specifically relating to the Shares prepared and filed with the Commission pursuant to Rule 424(b) under the 1933 Act, is hereinafter called the “Prospectus”; any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act; any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the 1933 Act and any documents filed under the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Securities Exchange Act of 19391934, as amended (the “1939 1934 Act”), and the rules and regulations of the Commission under the 1939 Act thereunder (the “1939 1934 Act Regulations”), and did not and as incorporated therein, in each case after the date of the Representation Date Registration Statement or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”. No order preventing or suspending the use of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and the Registration Statement and the Prospectus, at Closing Time do the time of filing thereof, conformed in all material respects to the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”). The Registration Statement, at the time it became effective, did 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering as of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulationsits date, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does did not and will not include an contain any untrue statement of a material fact or omit to state a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).

Compliance with Registration Requirements. The Registration Statement is an Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “automatic shelf 1933 Act”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement” statement on Form S-3 (File No. 333-216310) (including all amendments thereto, any document incorporated by reference therein and any information in a prospectus or prospectus supplement deemed or retroactively deemed to be a part thereof as defined of such time pursuant to Rule 430B under Rule 405 of the 1933 Act), for the registration under the 1933 Act Regulations that of the Notes. Such registration statement has become effective and has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectus, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with meets the requirements of set forth in Rule 415(a)(1)(x) under the 1933 Act and complies in all other respects with said Rule, and as amended at the 1933 Act Regulations (date it became effective, including the exhibits thereto, is hereinafter called the “Registration Statement”. The base prospectus relating to offerings of securities by the Company filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is hereinafter called the “Basic Prospectus”; any preliminary prospectus, including any preliminary prospectus supplement used in connection with the offer and sale of the Notes, filed with the Commission pursuant to Rule 415(a424(b) is hereinafter called the “Preliminary Prospectus”; the form of the final prospectus relating to the Notes filed with the Commission pursuant to Section 3(a) of this Agreement is hereinafter called the 1933 Act Regulations)“Prospectus”. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Trust Indenture documents incorporated by reference therein pursuant to Form S-3 which were filed under the Securities Exchange Act of 19391934, as amended (the “1939 1934 Act”), and the rules and regulations of the Commission under the 1939 Act thereunder (the “1939 1934 Act Regulations”), and did not and as on or before the date of this Agreement, or the issue date of the Representation Date Basic Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and at Closing Time do not contain an untrue statement any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of a material fact any document under the 1934 Act after the date of this Agreement, or omit to state a material fact required the issue date of the Basic Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be, deemed to be stated incorporated therein or necessary to make the statements therein not misleadingby reference. No stop order suspending the effectiveness of the Registration Statement has been issued Statement, or any post-effective amendment thereto, or any notice objecting to its use under the 1933 Act Rule 401(g)(2), is in effect, and no proceedings for that such purpose are pending before or threatened by the Commission. At or prior to 3:00 p.m., on June 4, 2018 (such time and date, the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated June 4, 2018, which shall include the Basic Prospectus, and each “free writing prospectus,” as defined pursuant to Rule 405 under the 1933 Act, including the final term sheet prepared and filed pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending or3(a) hereof, to the knowledge of the Company, are contemplated by the Commission, and any request listed on the part of the Commission for additional information has been complied with. The Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)Annex A hereto.

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act Regulations that Securities Act. The Company has been filed with the Commission not earlier than three years prior complied, to the date hereof; and no notice of objection Commission’s satisfaction, with all requests of the Commission to the use of such Registration Statement for additional or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each of the Registration Statement and the Base Prospectussupplemental information, at the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Representation Date, complied and comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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 misleadingif any. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act is in effect and no proceedings for that such purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. At the time the Company’s Annual Report on Form 10-K for the year ended September 30, 2014 (the “Annual Report”) was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, as well as at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Offered Shares in reliance on the exemption of Rule 163 under the Securities Act, the Company was a “well known seasoned issuer” as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, and became effective on February 4, 2015. The Company has not received from the Commission any request on notice pursuant to Rule 401(g)(2) under the part Securities Act objecting to the Company’s use of the Commission for additional information has been complied withautomatic shelf registration form. 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 Time of Sale Prospectus and the Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus time they were or hereafter are filed with the Commission pursuant to Rule 424(b) Commission, or became effective under the Exchange Act, as the case may be, complied and will comply in all material respects with the requirements of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)Exchange Act.

Compliance with Registration Requirements. The Registration Statement is an “automatic shelf registration statement” as defined Company meets the requirements for use of Form S-3 under Rule 405 of the 1933 Act Regulations that has and the Securities have been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of duly registered under the 1933 Act Regulations has been received by the Company. Each of pursuant to the Registration Statement and the Base Prospectus, at the respective times the Statement. The Registration Statement and any post-effective amendments thereto became have become effective and as of the Representation Date, complied and comply in all material respects with the requirements of under the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities have been instituted or are pending or, to the knowledge of the CompanyCompany after reasonable investigation and reasonable due diligence inquiry (“Knowledge”), are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Prospectus, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus Registration Statement was initially filed with the Commission pursuant on March 30, 2021. In addition, (A) at the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to Rule 424(bthe Registration Statement for the purposes of complying with Section 10(a)(3) of the 1933 Act Regulations(whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in which case reliance on the exemption of Rule 163 and (D) at the time it date hereof, the Company was and is first provided a “well-known seasoned issuer” as defined in Rule 405, including not having been and not being an “ineligible issuer” as defined in Rule 405 (without taking into account any determination made by the Commission pursuant to the Underwriters for such useparagraph (2) and at Closing Time, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties definition of such term in this subsection (iv) shall not apply to statements in or omissions from the Rule 405). The Registration Statement or Prospectus made is an “automatic shelf registration statement,” as defined in reliance upon Rule 405 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 the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a)Securities, all references to since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any post-effective amendments thereto and notice pursuant to Rule 401(g)(2) objecting to the Prospectus shall be deemed use of the automatic shelf registration statement form. Any written communication that was an offer relating to includethe Securities made by the Company or any person acting on its behalf (within the meaning, without limitationfor this sentence only, any electronically transmitted copies thereof of Rule 163(c)) prior to the filing of the Registration Statement has been filed with the Commission pursuant in accordance with Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to its Electronic Data Gathering, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”)qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

Compliance with Registration Requirements. The With respect to the Registration Statement, (A) the Registration Statement is an “automatic shelf registration statement” and the Company is a “well known seasoned issuer” (each as defined under in Rule 405 of under the 1933 Act Regulations that Act), (B) the Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has objecting to the use of the Registration Statement, (C) the conditions for use of Form S-3, as set forth in the General Instructions thereof, have been received by satisfied and (D) no stop order suspending the Company. Each effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the Base Prospectus1933 Act against the Company or related to the offering have been instituted or are pending or, at 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 the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and as or were deemed effective pursuant to Rule 430B(f)(2) of the Representation Date1933 Act (and, if later, at the time of filing of the Company’s annual report on Form 10-K) and at the Closing Time, 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 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending Neither the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose Prospectus nor any amendments or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectussupplements thereto, at the Representation Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from time the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case or any such amendment or supplement was issued and at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and 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; provided. The Preliminary Prospectus, howeveras of its date, that did not contain any untrue statement of a material fact or omit to state 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. The representations and warranties in this subsection (iv) shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) under the 1939 Act of the Trustee, (B) information contained in the Registration Statement, the Prospectus or the Preliminary Prospectus relating to The Depository Trust Company and its book-entry system, or (C) statements in or omissions from the Registration Statement Statement, the Prospectus or the Preliminary Prospectus made in reliance upon and in conformity with the information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Statement, the Prospectus or the Preliminary Prospectus, which information contained in any Statement of Eligibility is set forth on Schedule D hereto. The Preliminary Prospectus and Qualification of a trustee under the 1939 Act Prospectus filed as an exhibit to part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 of the 1933 Act Regulations (a “Form T-1Rule 424”). For purposes of this Section 1(a), complied when so filed in all references to material respects with the Registration Statement1933 Act Regulations, any post-effective amendments thereto and the Preliminary Prospectus and the Prospectus shall be deemed delivered to include, without limitation, any the Underwriters for use in connection with this offering were identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysis, and Retrieval system or its Interactive Data Electronic Applications system (collectively, “XXXXX”).except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined under in Rule 405 of 405, and the 1933 Act Regulations that Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405. The Company has been filed with not received from the Commission not earlier than three years prior to the date hereof; and no any notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by (“Rule 401(g)(2)”) objecting to the Companyuse of the automatic shelf registration statement form. Each At the earliest time after the original filing of the Registration Statement that the Company or another offering participant (with respect to the offering contemplated hereby) made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities, the Company was not an “ineligible issuer,” as defined in Rule 405. The Registration Statement became effective upon filing under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”) on April 12, 2006, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the Base Prospectuseffectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, at 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. Any offer that was a written communication relating to the Securities made by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) prior to the time that the Registration Statement was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Registration Statement and any post-effective amendments thereto originally became effective and as any amendment thereto became effective, at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Representation Date1933 Act Regulations, and at the Closing Time (and, if any Option Securities are purchased, at each Date of Delivery), the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of Act, the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities 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 Prospectusand, at the Representation date hereof and at the Closing Time (and, if any Option Securities are purchased, at each Date (unless the term “Prospectus” refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from Delivery), neither the Prospectus filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time, does not and nor any amendments or supplements thereto contained or will not include an contain any 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; provided, however, that the representations . Each preliminary prospectus and warranties in this subsection (iv) shall not apply to statements in or omissions from 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 so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus made in reliance upon and in conformity with information furnished delivered to the Company in writing by any Underwriter through the Representatives expressly Underwriters for use in the Registration Statement or the Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit connection with this offering was identical to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data GatheringXXXXX, Analysisexcept to the extent permitted by Regulation S-T of the Commission. As of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time (including, without limitation, the Pricing Term Sheet, as hereinafter defined) and Retrieval system or its Interactive Data Electronic Applications system the Statutory Prospectus, considered together (collectively, the “XXXXXGeneral Disclosure Package”)., nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or 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 Registration Statement is an Company has filed with the Securities and Exchange Commission (the “automatic shelf Commission”) a registration statement on Form S‑11 (File No. 333‑181372), including a related preliminary prospectus, for the registration of the Securities under the Securities Act of 1933, as amended (the “1933 Act”); the Company satisfies all eligibility requirements for use of Form S‑11 as contemplated by such registration statement and this Agreement; such registration statement” , as amended on or prior to the Applicable Time (as defined below), has been declared effective by the Commission under Rule 405 of the 1933 Act Regulations that and the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”); the Company has complied to the Commission's satisfaction with all requests of the Commission for additional or supplemental information with respect to such registration statement or otherwise; no stop order suspending the effectiveness of such registration statement or any part thereof has been filed with the Commission not earlier than three years prior issued and no proceeding for that purpose has been initiated or, to the date hereof; knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations has been received by the Company. Each ; the various parts of the Registration Statement and the Base Prospectussuch registration statement, at the respective times the Registration Statement including all exhibits thereto and any post-effective amendments thereto became effective and as of prospectus relating to the Representation Date, complied and comply in all material respects Securities that is filed with the requirements Commission and deemed by virtue of the 1933 Act and the 1933 Act Regulations (including Rule 415(a) of the 1933 Act Regulations), and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not and as of the Representation Date and at Closing Time do 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. No order suspending the effectiveness of the Registration Statement has been issued 430A under the 1933 Act to be part of such registration statement (any such information that was omitted from such registration statement at the time it became effective but that is deemed to be a part of and no proceedings for that purpose or included in such registration statement pursuant to Section 8A of Rule 430A under the 1933 Act against the Company or related is referred to the offering of the Securities have been instituted or are pending oras “430A Information”), to the knowledge of the Company, are contemplated by the Commission, and any request on the each as amended at each time such part of the Commission for additional information has been complied with. The Prospectusregistration statement became effective, at are hereinafter collectively called the Representation Date (unless the term “Prospectus” refers to a Registration Statement”; each preliminary prospectus which has been provided to the Underwriters by the Company for use used in connection with the offering of the Securities which differs from that omitted Rule 430A Information is herein called, a “Preliminary Prospectus”; the Prospectus final prospectus, and any amendments or supplements thereto, relating to the Securities prepared and filed with the Commission pursuant to Rule 424(b) of under the 1933 Act Regulations, in which case at is hereinafter called the time it is first provided “Prospectus”; any reference to the Underwriters for such use) and at Closing Time, does not and will not include an untrue statement of a material fact any amendment or omit supplement to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection (iv) 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 Representatives expressly for use in the Registration Statement or the Preliminary Prospectus or the information contained in any Statement of Eligibility and Qualification of a trustee under the 1939 Act filed as an exhibit to the Registration Statement (a “Form T-1”). For purposes of this Section 1(a), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, refer to and include any electronically transmitted copies thereof post-effective amendment to the Registration Statement; any registration statement filed with the Commission pursuant to its Electronic Data Gathering, Analysis, Rule 462(b) of the 1933 Act Regulations is herein referred to as the “Rule 462(b) Registration Statement,” and Retrieval system or its Interactive Data Electronic Applications system (collectively, after such filing the term “XXXXX”)Registration Statement” shall include the rule 462(b) Registration Statement.