Common use of Registration Statement and Prospectuses Clause in Contracts

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act and the Securities have been and remain eligible for registration 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act and as of each Settlement DateRegulations, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 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 or supplement thereto), any supplement thereto or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the 1933 Act. The Securities have been and remain eligible for registration by the Company on such shelf registration statementForm S-3. Each of the Registration Statement and any post-effective amendment thereto has become been declared effective by the Commission under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 F-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and any post-effective amendment thereto the ADS Registration Statement has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto the ADS Registration Statement has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and 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 (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and any post-effective amendment theretothe ADS Registration Statement, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriter pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement DateDelivery, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriter for use in connection with the this offering of any Securities was 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 Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act Regulations has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (request, if any) , from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act and as of each Settlement DateRegulations, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, at the prospectus filed as part of time it was filed, complied and the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithas of their respective issue date, complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the offering of any the Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the 1933 Act. The Securities have been and remain eligible for registration by the Company on such shelf registration statementForm S-3. Each of the Registration Statement and any post-effective amendment thereto has become been declared effective by the Commission under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriter for use in connection with the this offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 of the Securities Act) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of using Form S-3 under the Securities Act pursuant to the standards for such form as currently in effect and as in effect immediately prior to October 21, 1992 and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the The Registration Statement and any post-was automatically deemed effective amendment thereto has become effective under upon filing with the Securities ActCommission on June 2, 2017. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Actis in effect, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any or examination under Section 8(d) or 8(e) of those purposes have been instituted or the Securities Act are pending before or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened by the Commission. The Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) and complies in all other material respects with such Rule. The Company has complied with each request (if any) not received from the Commission for additional informationany notice objecting to the use of the shelf registration statement form. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Manager or Forward Seller, as applicable, pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective and at each Applicable Time with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed and at each Applicable Time with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Manager or Forward Seller, as applicable, for use in connection with the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the The Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted by the Commission or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Actrequirements of the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A under the 1933 Act have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement DateDelivery, complied and will comply in all material respects at the time it became effective with the applicable requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Actapplicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 F-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and any post-effective amendment thereto the ADS Registration Statement has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto the ADS Registration Statement has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and 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 (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and any post-effective amendment theretothe ADS Registration Statement, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement DateDelivery, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act Regulations has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (request, if any) , from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act and as of each Settlement DateRegulations, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, at the prospectus filed as part of time it was filed, complied and the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithas of their respective issue dates, complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Actrequirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the knowledge of the Company’s knowledge (without further inquiry), contemplatedthreatened by the Commission. The Company has complied with each request (request, if any) , from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as each Date of each Settlement DateDelivery, if any, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat their respective issue dates, the time each was filed with the Commission, the Applicable Time, the Closing Time and the Prospectus each Date of Delivery, if any, complied and will comply, in all material respects at the time it was filed with the Securities Actrequirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the offering of any the Securities was or will be substantially 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company meets was at the requirements for original Effective Date of the Registration Statement, and continues to be, eligible to use of Form S-3 under for the Securities Act offering of the Shares, and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each original Effective Date of the Registration Statement was not earlier than the date that is three years prior to the Closing Time (as defined below) and any post-effective amendment thereto the Date of Delivery (as defined below). The Registration Statement has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened by the Commission. The Company has complied with each request (if any) from the Commission for additional informationinformation with respect to the Registration Statement. Each As of the applicable Effective Date of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed Registration Statement and any such post-effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, amendment thereto complied and will comply comply, in all material respects at the time it became effective with the requirements of the Securities Act. Each 1933 Act and the 1933 Act Regulations, and the most recent preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithconformed, and the Prospectus complied will conform, at the time each was or will be filed with the Commission, in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act and the 1933 Act Regulations; provided, however, in each such case, the Company makes no representations or warranties as to information contained in or omitted from the Registration Statement, the most recent preliminary prospectus and the Prospectus (or any supplement thereto) in reliance upon and in conformity with the Underwriter Information (as defined herein) furnished to the Company by the Underwriters expressly for use therein. Each preliminary prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, as the case may be, complied and will comply comply, as of the Closing Time and the Date of Delivery (if any), in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A under the 1933 Act have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement DateDelivery, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Actrequirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. (i) The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No effective; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Actis in effect, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or such purpose are pending orbefore, or to the knowledge of the Company’s knowledge , threatened by the Commission; (without further inquiryii) the Registration Statement, as of the Effective Date, did not contain, and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) the Registration Statement, as of the Effective Date, the Preliminary Prospectus, as of its date, and the Time of Sale Information, as of the Time of Sale (which shall be defined to be 6:15 p.m. New York City time on the date hereof), contemplated. The Company has complied with each request (if any) from complied, and the Commission for additional information. Each Prospectus, as of the Registration Statement date of the final prospectus supplement specifically relating to the Securities, and any post-effective amendment theretoas amended or supplemented on or prior to the Closing Date, at the time of its effectivenessif applicable, at each deemed effective date will comply, in all material respects with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Information, as of each Settlement the Time of Sale, did not, and at the Closing Date, complied and will comply not, contain any untrue statement of a material fact or omit to state a material fact necessary in all material respects at order to make the time it became effective with statements therein, in the requirements light of the circumstances under which they were made, not misleading, and (iv) the Prospectus, as amended or supplemented, if applicable, as of the date of the final prospectus supplement specifically relating to the Securities Act. Each preliminary prospectus and as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to (including A) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the prospectus filed as Company in writing by such Underwriter through the Representative expressly for use therein or (B) that part of the Registration Statement as originally filed or as part that constitutes the Form T-1. As of any amendment or supplement thereto)the respective date of each and on the Closing Date, any supplement or any prospectus wrapper prepared in connection therewith, and the Preliminary Prospectus complied conforms in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXCanadian Preliminary Prospectus, 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 as amended or at supplemented, if applicable, will conform in all material respects to the time they were Canadian Prospectus, as amended or hereafter supplemented, if applicable, in each case except for such deletions therefrom and additions thereto as are filed with permitted or required by Form F-10, and the applicable rules and regulations of the Commission, complied and will comply . The Form F-X conforms in all material respects with the requirements of the Exchange Securities Act and the rules and regulations of the Commission under the Securities Act. No statement of material fact included in the Canadian Prospectus or the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Canadian Prospectus or the Prospectus has been omitted therefrom.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such 1933 Act. The Registration Statement is an “automatic shelf registration statement. Each ” as defined under Rule 405 of the Registration Statement 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto has become effective pursuant to Rule 401(g)(2) under the Securities Act1933 Act has been received by the Company. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become been declared effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)'s knowledge, contemplated. The Company has complied with each request (if any) from the Commission and Canadian Regulators for additional information. No order preventing or suspending the use of the Canadian MJDS Base Prospectus or the Preliminary Canadian MJDS Supplement has been issued by any Canadian Regulators. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Dateit became effective, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time each was filed with the Commission, and the Prospectus complied in all material respects at the time it was filed with the Securities Actrequirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and delivered by the Prospectus delivered Company to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Canadian MJDS Base Prospectus and the Preliminary Canadian MJDS Supplement comply, and the Final Canadian MJDS Supplement and any further amendments or supplements to the Canadian MJDS Base Prospectus and the Final Canadian MJDS Supplement will comply, in all material respects to the requirements of NI 71-101 and Canadian Securities Laws. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations"). The documents incorporated or deemed to be incorporated by reference in the Final Canadian MJDS Supplement, complied and will comply in all material respects with the requirements of Canadian Securities Laws. The Company is a reporting issuer, or the equivalent thereof, under the securities laws of each of the Canadian Jurisdictions ("Canadian Securities Laws"), is not in default of any requirement of Canadian Securities Laws, and the Company is not included on a list of defaulting reporting issuers maintained by any of the Canadian Regulators that maintain such lists. The Company is not the subject of a cease trade order, or management cease trade order, issued by the Canadian Regulators, or any of them, and the Company is, to the best of its knowledge, not aware of any such order being contemplated or threatened by the Canadian Regulators, or any of them. All disclosure and filings on the public record and fees required to be made and paid by the Company and its subsidiaries pursuant to Canadian Securities Laws have been made and paid in all material respects, and the Company has not filed any confidential material change reports.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act. The Registration Statement has been filed with the Commission pursuant to Rule 415 under the 1933 Act. The Company meets the requirements for use of Form S-3 under the 1933 Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement1933 Act Regulations. Each of the The Registration Statement and any post-effective amendment thereto has become thereto, each in the form heretofore delivered or made available, excluding exhibits thereto, to the Representatives for each of the other Underwriters, have been declared effective under by the Commission in such form and meet the requirements of the 1933 Act and the 1933 Act Regulations. The proposed offering of the Securities Actmay be made pursuant to General Instruction I.B.1 of Form S-3. Other than (i) the Registration Statement, (ii) any Rule 462(b) Registration Statement (iii) any preliminary prospectus, (iv) the Prospectus contemplated by this Agreement to be filed pursuant to Rule 424(b) and (v) any Issuer Free Writing Prospectus, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of Any reference herein to the Registration Statement Statement, Base Prospectus, preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein. Any reference to any amendment or supplement to the Base Prospectus, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment theretoto the Registration Statement, at the time of its effectiveness, at each deemed effective date with respect any prospectus supplement relating to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXRule 424(b) of the 1933 Act Regulations, except to and any documents filed after the extent permitted by Regulation S-T. The documents incorporated date of such preliminary prospectus or deemed to be the Prospectus under the 1934 Act, and incorporated by reference therein, in each case after the date of such Base Prospectus, preliminary prospectus or Prospectus, as the case may be. Any reference to any amendment to the Registration Statement shall be deemed to refer to 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 include any annual report of the Exchange ActCompany 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 into the Registration Statement.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities and the Underwritten Forward Shares 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 Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement DateDelivery, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the offering of any the Securities was were 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 Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 of the Securities Act) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of using Form S-3 under the Securities Act pursuant to the standards for such form as currently in effect and as in effect immediately prior to October 21, 1992 and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the The Registration Statement and any post-was automatically deemed effective amendment thereto has become effective under upon filing with the Securities ActCommission on May 27, 2020. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Actis in effect, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any or examination under Section 8(d) or 8(e) of those purposes have been instituted or the Securities Act are pending before or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened by the Commission. The Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) and complies in all other material respects with such Rule. The Company has complied with each request (if any) not received from the Commission for additional informationany notice objecting to the use of the shelf registration statement form. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Manager or Forward Seller, as applicable, pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective and at each Applicable Time with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed and at each Applicable Time with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Manager or Forward Seller, as applicable, for use in connection with the offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets has prepared and filed with the requirements for use Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-199446) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Shares and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof. No order preventing or suspending the use of any Preliminary Prospectus or the Prospectus (or any supplement thereto) has been issued by the Commission and no proceeding for that purpose has been initiated or is pending or, to the Company’s Knowledge, threatened by the Commission. As of the time each part of the Registration Statement (or any post-effective amendment thereto) became or becomes effective (including each deemed effective date with respect to the Underwriter pursuant to Rule 430B or otherwise under the Securities Act), such part conformed or will conform in all material respects to the requirements of the Act and the Securities have been Rules and remain eligible for registration by Regulations. The Registration Statement and the Company on such shelf registration statementprospectus included therein include at the time of filing thereof with the Commission all the information that would be required at that time in a prospectus relating to all offering(s) that it covers. Each Upon the filing or first use within the meaning of the Rules and Regulations, each Preliminary Prospectus and the Prospectus (or any supplement to either) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations. The Registration Statement and any post-effective amendment thereto 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. No stop order suspending the effectiveness of the Registration Statement or Statement, any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued part thereof is in effect and no proceedings for any of those purposes such purpose have been instituted or are pending or, to the Company’s knowledge (without further inquiry)Knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted are threatened 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.

Registration Statement and Prospectuses. The (A) At the time 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), and (C) at the date hereof, the Company met or meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is a shelf registration statement and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become been declared effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act and as of each Settlement DateRegulations, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time each was filed with the Commission, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. (A) Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus Statutory Prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of . (B) The Company meets the requirements for the use of, and has prepared and filed with the Commission the Registration Statement, including a prospectus relating to, among other things, the Offered Securities, to be issued from time to time by the Company. (C) At the time the Registration Statement and any post-effective amendment theretoinitially became effective, at the time of its effectiveness, at each deemed effective date amendment thereto for the purposes of complying with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2Section 10(a)(3) under of the Securities Act and as (whether by post-effective amendment, incorporated report or form of each Settlement prospectus), at the Applicable Time relating to the Offered Securities or at any Closing Date, the Registration Statement complied and or will comply in all material respects at the time it became effective with the requirements of the Securities Act, the Rules and Regulations and the Trust Indenture Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of Statutory Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time each was filed with the Commission, and the Prospectus complied in all material respects with the requirements of the Securities Act and the Rules and Regulations. The documents incorporated, or to be incorporated, by reference in each Statutory Prospectus and any amendment or supplement thereto, at the time it each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and the Exchange Act, as applicable. Each preliminary prospectus and the Statutory Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXXXXXX (as defined below), 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the 1933 Act. The Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the The Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 F-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and, if applicable, the Date of Delivery complied and, as amended or supplemented, if applicable, will comply in all material respects with the requirements of the 1933 Act and as the 1933 Act Regulations. Each 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 Applicable Time, the Closing Time and, if applicable, the Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, 1933 Act Regulations and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The At the time the Registration Statement was filed with the Commission and at the time the Registration Statement became effective under the Act, the Company meets met the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statementAct. Each of the The Registration Statement and any post-effective amendment thereto has become is effective under the Securities Act. No , no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued Act and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the knowledge of the Company’s knowledge (without further inquiry), contemplatedare contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment theretoStatement, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement DateRegistration Statement became effective, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including Act and the prospectus filed as part rules and regulations of the Registration Statement as originally Commission promulgated thereunder (the “Act Regulations”); the Base Prospectus when filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and with the Prospectus Commission complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus requirements of the Act and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with Act Regulations; and the offering of any Securities was identical to the electronically transmitted copies thereof Prospectuses when 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange ActAct and the Act Regulations. On each date during the Prospectus Delivery Period (defined below), the Registration Statement and the Prospectuses will comply in all material respects with the requirements of the Act and the Act Regulations. The Registration Statement, when declared effective by the Commission, did not, and on each date during the Prospectus Delivery Period, 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. The Prospectuses, at the date thereof, did not, and, on each date during the Prospectus Delivery Period, 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, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations, warranties and agreements contained in this Section 3(a) will not apply to statements in or omissions from the Registration Statement and Prospectuses made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter, the Seller or Comcast expressly for use therein. The foregoing representations in this Section are subject to and qualified by any notice provided by the Company to an Underwriter pursuant to Section 5(d) to the extent set forth therein.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Commission has not notified the Company has complied with each request (if any) from of any objection to the Commission for additional informationuse of the form of the Registration Statement. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at effectiveness and as of each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement DateDelivery, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, 1933 Act and the Prospectus complied in all material respects at the time it was filed with the Securities Act1933 Act Regulations. Each preliminary prospectus and the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any of the Underwriters through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information concerning discounts and commissions in the table under the fifteenth paragraph and the first, second, sixth, ninth and eleventh sentences of the twenty-first paragraph under the caption “Underwriting (Conflicts of Interest)” in the Prospectus (the “Underwriter Information”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the Company’s knowledge (without further inquiry)of the WhiteHorse Entities, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectivenessit became effective, at in each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Datecase including any documents incorporated by reference therein, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act, the Securities Act Regulations and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “1940 Act”). Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, including any supplement or any prospectus wrapper prepared in connection therewithdocuments incorporated by reference therein, and the Prospectus complied in all material respects at the time it was filed with the requirements of the Securities Act and the 1940 Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated Company shall furnish the Representative a copy of any free writing prospectus (as defined in Rule 405 under the Securities Act Regulations (“Rule 405”)) it proposes to use or deemed to be incorporated file in connection with the sale of the Securities contemplated by reference in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus within a reasonable amount of time prior to such proposed use or filing, when they became effective as the case may be, and shall not file or at use any such free writing prospectus to which the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange ActRepresentative may reasonably object.

Registration Statement and Prospectuses. The Company meets Registration Statement has been filed with the requirements for Commission not earlier than three (3) years prior to the date hereof; and no notice of objection of the Commission to the use of Form S-3 under the Securities Act and the Securities have been and remain eligible for such registration by the Company on such shelf registration statement. Each of the Registration Statement and statement or any post-effective amendment thereto has become effective pursuant to Rule 401(g)(2) under the Securities ActAct has been received by the Company. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act, no order preventing Act against the Company or suspending related to the use of any preliminary prospectus or the Prospectus offering has been issued and no proceedings for any of those purposes have been instituted or are pending initiated or, to the knowledge of the Company’s knowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from threatened by the Commission for additional information. Each Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment theretoStatement, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Exchange Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectuses. The Issuers and the Company meets meet the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an automatic shelf registration statement under Rule 405 and the Securities have been and remain eligible for registration by the Issuers and the Company on such automatic shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations (“Rule 401(g)(2)”) 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 Issuers’ or the Company’s knowledge (without further inquiry)knowledge, contemplated. The Issuers and the Company has have complied 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 any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under ), the Securities Applicable Time and the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and as of the Trust Indenture Act. Each preliminary prospectus and the Prospectus and any amendment or supplement thereto, at the time each Settlement Datewas filed with the Commission, and, in each case, at the Applicable Time and at the Closing Time, complied and will comply in all material respects at the time it became effective with the requirements of the Securities 1933 Act. Each preliminary prospectus (including , the prospectus filed as part of 1933 Act Regulations and the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithTrust Indenture Act, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by duly registered under the Company on such shelf registration statement1933 Act, pursuant to the Registration Statement. Each of the Registration Statement Statement, any amendment thereto and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)of the Fund or the Advisers, are contemplated. The Company has Fund and the Advisers, as applicable, have complied with each request (if any) from the Commission for additional information. Each of At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment theretothereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the time Date of its effectivenessDelivery), at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to the Registration Statement, the Rule 430B(f)(2462(b) under Registration Statement, the Securities Act notification on Form N-8A and as of each Settlement Date, any amendments and supplements thereto complied and will comply in all material respects at the time it became effective with the requirements of the Securities 1933 Act, the 1940 Act and the Rules and Regulations. Each preliminary prospectus (including and the preliminary prospectus or Prospectus, as the case may be, filed as part of the effective Registration Statement as originally filed or as part of any amendment thereto, or supplement thereto)filed pursuant to Rule 497 under the 1933 Act, any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied as to form when so filed in all material respects at the time it was filed with the Securities Act. Each Rules and Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the If a Rule 462(b) Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed is required in connection with the Commissionoffering and sale of the Securities, the Fund has complied and or will comply in all material respects with the requirements of Rule 111 under the Exchange Act1933 Act Regulations relating to the payment of filing fees therefor.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Sales Agent pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective and at each Applicable Time with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed and at each Applicable Time with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Sales Agent for use in connection with the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities Shares 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 Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under ), the Securities Act Applicable Time, the Closing Time and as any Date of each Settlement DateDelivery, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the offering of any Securities was the Shares were 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 Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement Statement, and any post-effective amendment thereto has become effective (A) been prepared by the Company in conformity with the requirements of the 1933 Act and the 1933 Act Regulations; (B) been filed with the Commission under the Securities 1933 Act; (C) became effective upon filing under Rule 462(e), and (D) been delivered by the Company to the Underwriter. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriter pursuant to Rule 430B(f)(2) under the Securities 1933 Act and as of each Settlement DateRegulations, complied conformed and will comply conform in all material respects respects, at the time it became effective with effective, to the requirements of the Securities Act1933 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 or supplement thereto), any supplement thereto or any prospectus wrapper prepared in connection therewith, and the Prospectus complied conformed in all material respects at the time it was when filed with the Securities ActCommission pursuant to Rule 424(b) of the 1933 Act Regulations to the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriter for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by duly registered under the Company on such shelf registration statement1933 Act, pursuant to the Registration Statement. Each of the Registration Statement Statement, any amendment thereto and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)of the Fund or the Advisers, are contemplated. The Company has Fund and the Advisers, as applicable, have complied with each request (if any) from the Commission for additional information. Each of At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, thereto became effective and at the time of its effectivenessClosing Time, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to the Registration Statement, the Rule 430B(f)(2462(b) under Registration Statement, the Securities Act notification on Form N-8A and as of each Settlement Date, any amendments and supplements thereto complied and will comply in all material respects at the time it became effective with the requirements of the Securities 1933 Act, the 1940 Act and the Rules and Regulations. Each preliminary prospectus (including and the preliminary prospectus or Prospectus, as the case may be, filed as part of the effective Registration Statement as originally filed or as part of any amendment thereto, or supplement thereto)filed pursuant to Rule 497 under the 1933 Act, any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied as to form when so filed in all material respects at the time it was filed with the Securities Act. Each Rules and Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Dealers for use in connection with the this offering of any Securities was 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 If a Rule 462(b) Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed is required in connection with the Commissionoffering and sale of the Securities, the Fund has complied and or will comply in all material respects with the requirements of Rule 111 under the Exchange Act1933 Act Regulations relating to the payment of filing fees therefor.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act and no proceeding for that purpose or pursuant to Section 8A of the Securities ActAct against the Company or related to the offering of the Shares has been initiated or threatened by the Commission, no order preventing or suspending the use of any preliminary prospectus the Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened. The Company has complied with each request (if any) from the Commission for additional information. The ADS Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, the Applicable Time, the Closing Time and any Date of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including The conditions for use of Form F-3, set forth in the prospectus filed as part General Instructions thereto, including, but not limited to, General Instruction I.B.5 and other conditions related to the offer and sale of the Registration Statement as originally filed or as part of Securities, have been satisfied. 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 Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus requirements of the 1933 Act and the 1933 Act Regulations. The Preliminary Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 F-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement1933 Act. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at it became effective and each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as the Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared at the time each was filed with the Commission, and, in connection therewitheach case, at the Applicable Time, the Closing Time and the Prospectus Date of Delivery complied and will comply in all material respects at the time it was filed with the Securities Actrequirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange 1934 Act, and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets and the Parent Guarantor meet the requirements for use of Form S-3 under the Securities Act Act. The Registration Statement is an automatic shelf registration statement under Rule 405 and the Securities have been and remain eligible for registration by the Company and the Parent Guarantor on such automatic shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Securities Act (“Rule 401(g)(2)”) 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 (without further inquiry)knowledge, contemplated. The Each of the Company and/or the Parent Guarantor has complied 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 any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under ), the Securities Act Applicable Time and as of each Settlement Date, the Closing Time complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, Act and the Prospectus complied in all material respects at the time it was filed with the Securities Trust Indenture Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection and any amendment or supplement thereto, at the time each was filed with the offering Commission, and, in each case, the Applicable Time and the Closing Time complied and will comply in all material respects with the requirements of any the Securities was Act and the Trust Indenture Act, and each preliminary prospectus and the Prospectus are identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement1933 Act. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement1933 Act. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Actrequirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement DateDelivery, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the offering of any the Securities was were 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 Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement1933 Act. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx UBS Securities pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx UBS Securities for use in connection with the offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by duly registered under the Company on such shelf registration statement1933 Act, pursuant to the Registration Statement. Each of the Registration Statement Statement, any amendment thereto and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)of the Trust or the Investment Adviser, contemplatedare contemplated by the Commission. The Company has Trust and the Investment Adviser, as applicable, have complied in all material respects with each request (if any) from the Commission for additional information. Each of At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, thereto became effective and at the time of its effectivenessClosing Time, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to the Registration Statement, the Rule 430B(f)(2462(b) under Registration Statement, the Securities Act Notification and as of each Settlement Date, any amendments and supplements thereto complied and will comply in all material respects at the time it became effective with the requirements of the Securities 1933 Act, the 1940 Act and the Rules and Regulations. Each preliminary prospectus (including or Prospectus, as the prospectus case may be, filed as part of the effective Registration Statement as originally filed or as part of any amendment thereto, or supplement thereto)filed pursuant to Rule 497 under the 1933 Act, any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied as to form when so filed in all material respects at the time it was filed with the Securities Act. Each Rules and Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Dealers for use in connection with the this offering of any Securities was 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 If a Rule 462(b) Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed is required in connection with the Commissionoffering and sale of the Securities, the Trust has complied and or will comply in all material respects with the requirements of Rule 111 under the Exchange Act1933 Act Regulations relating to the payment of filing fees therefor.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedare pending or threatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is a “shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The At the time the Registration Statement and each post-effective amendment thereto was declared effective, the Company met, and as of the date hereof, the Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statementAct. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(1) of the Securities Act Regulations has been received by the Company, no order preventing or suspending the use of any the preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities Act Regulations, the Applicable Time and as of each Settlement Date, the Closing Time complied and will comply in all material respects at the time it became effective with the requirements of the Securities ActAct and the Securities Act Regulations. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of preliminary prospectus, the Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared at the time each was filed with the Commission, and, in connection therewitheach case, at the Applicable Time and the Prospectus Closing Time complied and will comply in all material respects at the time it was filed with the requirements of the Securities ActAct and the Securities Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange ActAct and the rules and regulations of the Commission under the Exchange Act (the “Exchange Act Regulations”).

Registration Statement and Prospectuses. The Company meets and, assuming no act or omission on the part of BRFBR that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the general eligibility requirements for the use of Form S-3 F-10 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statementAct. Each of the The Registration Statement has been filed with the Commission and any post-effective amendment thereto has become been declared effective under the Securities Act. No stop Each U.S. Prospectus Supplement will name BRFBR as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order suspending the effectiveness of the Registration Statement Commission or any post-effective amendment thereto has been issued under the Securities Act, no order a Canadian Commission preventing or suspending the use of any preliminary prospectus the Registration Statement, or the Prospectus has been issued and no threatening or instituting proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry), contemplatedthat purpose. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply complies in all material respects with the requirements of Form F-10 under the Exchange ActSecurities Act and the offer and sale of Placement Shares as contemplated hereby (and assuming compliance by BRFBR with their obligations hereunder) meet the requirements of NI 44-102 and comply in all material respects with said National Instrument and/or the conditions of any exemptive relief order issued by the BCSC exempting the Company from the requirements to comply with certain provisions thereof. Any statutes, regulations, document or contracts of a character required to be described in the Registration Statement or the Prospectuses or to be filed as an exhibit to the Registration Statement have been or will be in the case of the Prospectuses, so described or filed. Copies of the Registration Statement, the Prospectuses, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through EXXXX, to BRFBR and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectuses and any Issuer Free Writing Prospectus (as defined below) to which BRFBR has consented. The Common Shares are currently listed on the TSX and the Nasdaq under the trading symbol “CORV”. Except as disclosed in the Registration Statement, including the Incorporated Documents, or the Prospectuses, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchanges to the effect that the Company is not in compliance with the listing or maintenance requirements of such Exchanges. Except as disclosed in the Registration Statement, including the Incorporated Documents, or the Prospectuses, the Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements, other than compliance with minimum bid or market capitalization requirements, in respect of which the Company makes no representation or warranty.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or under Section 8A of the 1933 Act have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedcontemplated or threatened. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 of the Securities Act) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of using Form S-3 under the Securities Act pursuant to the standards for such form as currently in effect and as in effect immediately prior to October 21, 1992 and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the The Registration Statement and any post-was automatically deemed effective amendment thereto has become effective under upon filing with the Securities ActCommission on June 2, 2017. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Actis in effect, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any or examination under Section 8(d) or 8(e) of those purposes have been instituted or the Securities Act are pending before or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened by the Commission. The Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) and complies in all other material respects with such Rule. The Company has complied with each request (if any) not received from the Commission for additional informationany notice objecting to the use of the shelf registration statement form. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Manager or Forward Seller, as applicable, pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective and at each Applicable Time with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed and at each Applicable Time with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Manager or Forward Seller, as applicable, for use in connection with the offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statementAct. Each of the The Registration Statement has been or will be filed with the Commission and any post-effective amendment thereto has become will be declared effective under the Securities ActAct prior to the issuance of any Placement Notices by the Company. No stop The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order Commission preventing or suspending the use of any preliminary prospectus the Registration Statement, or the Prospectus has been issued and no threatening or instituting proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry), contemplatedthat purpose. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time offer and sale of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Placement Shares as contemplated hereby meet the requirements of Rule 430B(f)(2) 415 under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with Rule 415. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been or will be so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through XXXXX, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Stock is currently quoted on the Exchange Actunder the trading symbol “TYRA.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Registration Statement and Prospectuses. The Company meets has prepared and filed with the requirements for use of Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-215155) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”) and the rules and regulations of the Commission (the “Rules and Regulations”) thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, including the amendments, supplements, exhibits and any schedules thereto, the documents incorporated by reference therein under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities have been Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and remain eligible for Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” Any registration statement filed by the Company on such shelf registration statement. Each pursuant to Rule 462(b) under the Securities Act is called the “462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The base prospectus in the form filed with the Commission on December 16, 2016 is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Shares and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein under the Securities Act or the Exchange Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof. No order preventing or suspending the use of any Preliminary Prospectus or the Prospectus (or any supplement thereto) has been issued by the Commission and no proceeding for that purpose has been initiated or is pending or, to the Company’s Knowledge, threatened by the Commission. As of the time each part of the Registration Statement (or any post-effective amendment thereto) became or becomes effective (including each deemed effective date with respect to the Purchaser pursuant to Rule 430B or otherwise under the Securities Act), such part conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations. The Registration Statement and the prospectus included therein include at the time of filing thereof with the Commission all the information that would be required at that time in a prospectus relating to all offering(s) that it covers. Upon the filing or first use within the meaning of the Rules and Regulations, each Preliminary Prospectus and the Prospectus (or any supplement to either) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations. The Registration Statement and any post-effective amendment thereto 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. No stop order suspending the effectiveness of the Registration Statement or Statement, any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued part thereof is in effect and no proceedings for any of those purposes such purpose have been instituted or are pending or, to the Company’s knowledge (without further inquiry)Knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted are threatened 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.

Registration Statement and Prospectuses. The Company meets has filed with the requirements for use of Securities and Exchange Commission (“Commission”) a shelf registration statement on Form S-3 (File No. 333-254423) under the Securities Act of 1933, as amended (the “1933 Act”) and the Securities rules and regulation (the “1933 Act Regulations”) of the Commission thereunder, which shelf registration statement was declared effective by the Commission and the Shares have been and remain eligible for registration by the Company on such shelf registration statement. Such registration statement, including all amendments and exhibits thereto, the documents incorporated by reference therein and the documents and information otherwise deemed to be part thereof or included therein pursuant to Rule 430B of the 1933 Act Regulations is referred to as the “Registration Statement.” Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus (as defined below) has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened. The Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, excluding exhibits thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act and as of each Settlement DateRegulations, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including the prospectus Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time it was filed, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities 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. Any registration statement filed by the Company pursuant to Rule 462(b) under the 1933 Act is called the “462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The documents incorporated or deemed to be incorporated by reference in the Registration Statement 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 Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations promulgated thereunder (collectively, the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets has filed with the requirements for use of Securities and Exchange Commission (“Commission”) a shelf registration statement on Form S-3 (File No. 333-234253) under the Securities Act of 1933, as amended (the “1933 Act”) and the Securities rules and regulation (the “1933 Act Regulations”) of the Commission thereunder, which shelf registration statement was declared effective by the Commission and the Shares have been and remain eligible for registration by the Company on such shelf registration statement. Such registration statement, including all amendments and exhibits thereto, the documents incorporated by reference therein and the documents and information otherwise deemed to be part thereof or included therein pursuant to Rule 430B of the 1933 Act Regulations is referred to as the “Registration Statement.” Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus (as defined below) has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened. The Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, excluding exhibits thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act and as of each Settlement DateRegulations, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including the prospectus Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time it was filed, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities 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. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The documents incorporated or deemed to be incorporated by reference in the Registration Statement 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 Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations promulgated thereunder (collectively, the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets has prepared and filed with the requirements for use of Securities and Exchange Commission (“Commission”) a shelf registration statement on Form S-3 (File No. 333-228888) under the Securities Act of 1933, as amended (the “1933 Act”) and the Securities rules and regulation (the “1933 Act Regulations”) of the Commission thereunder, which shelf registration statement was declared effective by the Commission and the Shares have been and remain eligible for registration by the Company on such shelf registration statement. Such registration statement, including all amendments and exhibits thereto, the documents incorporated by reference therein and the documents and information otherwise deemed to be part thereof or included therein pursuant to Rule 430B of the 1933 Act Regulations is referred to as the “Registration Statement.” Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus (as defined below) has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened. The Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, excluding exhibits thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act and as of each Settlement DateRegulations, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including the prospectus Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time it was filed, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities 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. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The documents incorporated or deemed to be incorporated by reference in the Registration Statement 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 Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations promulgated thereunder (collectively, the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx RBC pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx RBC for use in connection with the offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 the Registration Statement under the Securities 1933 Act and the issuance and sale of the Securities have been and remain eligible for registration by the Company in the offering is not subject to any limitations regarding eligibility to make sales under the Registration Statement based on such shelf registration statementthe Company’s public float. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement DateDelivery, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewithDate of Delivery, complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedare pending or threatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus prospectus, if applicable, delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become been declared effective by the Commission under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, and as the Closing Time and any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared at the time each was filed with the Commission, and, in connection therewitheach case, at the Applicable Time, and the Prospectus Closing Time and any Date of Delivery complied and will comply in all material respects at the time it was filed with the Securities Actrequirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (request, if any) , from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectivenessit became effective, at the Closing Time and at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as Date of each Settlement DateDelivery, if any, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each The preliminary prospectus (including that is included in the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto)General Disclosure Package, any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed filed, complied, and the Prospectus and each amendment or supplement thereto, as of their respective issue dates, complied and will comply, in all material respects with the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the offering of any the Securities was were or will be substantially 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 Any preliminary prospectus, the Prospectus and any amendment or deemed to be incorporated by reference supplement thereto (including any prospectus wrapper) prepared in connection with the Registration Statement offering and sale of the ProspectusReserved Securities, when they became effective or at their respective issue dates, at the time they were or hereafter are filed with the CommissionClosing Time and at each Date of Delivery, if any, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which such preliminary prospectus, the requirements of Prospectus or such amendment or supplement, as the Exchange Actcase may be, are distributed in connection with such offering.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx BofA pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx BofA for use in connection with the this offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. (i) The Company meets the requirements for use of Form S-3 Offered Securities have been duly registered under the Securities Act and pursuant to the Securities have been and remain eligible for registration by the Company on such shelf registration statementRegistration Statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus Statutory Prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of . (ii) The Company meets the requirements for the use of, and has prepared and filed with the Commission, the Registration Statement, including a prospectus relating to, among other things, the Offered Securities, to be issued from time to time by the Company. (iii) At the time the Registration Statement and any post-effective amendment theretoinitially became effective, at the time of its effectiveness, at each deemed effective date amendment thereto for the purposes of complying with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2Section 10(a)(3) under of the Securities Act and as (whether by post-effective amendment, incorporated report or form of each Settlement prospectus), at the Applicable Time relating to the Offered Securities or at any Closing Date, the Registration Statement complied and or will comply in all material respects at the time it became effective with the requirements of the Securities ActAct and the Rules and Regulations. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of Statutory Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time each was filed with the Commission, and the Prospectus complied in all material respects with the requirements of the Securities Act and the Rules and Regulations. The documents incorporated, or to be incorporated, by reference in each Statutory Prospectus and any amendment or supplement thereto, at the time it each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and the Exchange Act, as applicable. Each preliminary prospectus and the Statutory Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXXXXXX (as defined below), 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act for the offering and sale of the Securities Act contemplated by this Agreement (without reliance on General Instruction I.B. 6 of Form S-3) and the Securities have been and remain eligible for registration 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 (A) been prepared by the Company in conformity with the requirements of the 1933 Act and the 1933 Act Regulations; (B) been filed with the Commission under the 1933 Act; (C) become effective under the Securities 1933 Act; and (D) been delivered by the Company to the Representative. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement, the Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) 430B under the Securities 1933 Act and as of each Settlement DateRegulations, complied conformed and will comply conform in all material respects respects, at the time it became effective with effective, to the requirements of the Securities Act1933 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 or supplement thereto), any supplement thereto or any prospectus wrapper prepared in connection therewith, and the Prospectus complied conformed in all material respects at the time it was when filed with the Securities ActCommission pursuant to Rule 424(b) of the 1933 Act Regulations to the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (request, if any) , from the Commission for additional information. The Company meets the eligibility requirements of Instruction H to Form S-11 allowing it to incorporate certain information by reference in the Registration Statement, any preliminary prospectus and the Prospectus. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectivenessit became effective, at the Closing Time and at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as Date of each Settlement DateDelivery, if any, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each The preliminary prospectus (including that is included in the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto)General Disclosure Package, any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed filed, complied, and the Prospectus and each amendment or supplement thereto, as of their respective issue dates, complied and will comply, in all material respects with the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the offering of any the Securities was were or will be substantially 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 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 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”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement DateDelivery, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. T of the 1933 Act (“Regulation S-T”). The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the 1933 Act. The Securities have been and remain eligible for registration by the Company on such shelf registration statementForm S-3. Each of the Registration Statement and any post-effective amendment thereto has become been declared effective by the Commission under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Date and as of each Settlement Date, any Option Closing Date complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Date and any supplement or any prospectus wrapper prepared in connection therewith, Option Closing Date complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets has prepared and filed with the requirements for use of Securities and Exchange Commission (“Commission”) a registration statement on Form S-3 F-1 (File No. 333-237372) (the “Initial Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), and the Securities have been rules and remain eligible for registration by regulations (the Company on such shelf registration statement. Each “1933 Act Regulations”) of the Commission thereunder. The Company has filed one or more amendments thereto, each which has previously been furnished to the Representative. The Initial Registration Statement and any post-effective amendment thereto has become thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form, other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities 1933 Act, which became effective automatically upon filing. No stop order suspending the effectiveness of the Initial Registration Statement or any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued under the Securities 1933 Act, ; no order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened. The To the Company’s knowledge, the Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, excluding exhibits thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) the Underwriters under the Securities 1933 Act and as of each Settlement DateRegulations, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus Preliminary Prospectus (including the prospectus Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was 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 or at the time they were or hereafter are filed with the Commissionfiled, complied and will comply in all material respects with the requirements of the Exchange Act1933 Act Regulations.

Registration Statement and Prospectuses. The Company meets At the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of respective times the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry), contemplated. The Company has complied with each request (if anyRule 462(b) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment theretobecame effective, at the time of its effectivenessit complied, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was 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 or at as of its date, the time they were or hereafter are filed with Expiration Date and the CommissionClosing Date, complied and or will comply comply, as the case may be, in all material respects with the requirements of the Exchange Securities Act; the Registration Statement (including the Rule 430A Information) and any Rule 462(b) Registration Statement, when it became effective, and any supplement or amendment thereto, as of its effective date, did not, and as of the Commencement Date, the Expiration Date and the Closing Date 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; the Prospectus (including any prospectus wrapper) and the Offering Materials (excluding the Registration Statement and the preliminary prospectus), and any amendments or supplements thereto, as of their respective dates, and at all times from the Effective Date through the Closing Date, did not, does not as of the date hereof and will not as of the Effective Date, the Commencement Date, the Expiration Date and the Closing Date, 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 agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required to be described in the Registration Statement or the Prospectus, or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. (A) Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus Statutory Prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of . (B) The Company meets the requirements for the use of, and has prepared and filed with the Commission the Registration Statement, including a prospectus relating to, among other things, the Offered Securities, to be issued from time to time by the Company. (C) At the time the Registration Statement and any post-effective amendment theretoinitially became effective, at the time of its effectiveness, at each deemed effective date amendment thereto for the purposes of complying with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2Section 10(a)(3) under of the Securities Act and as (whether by post-effective amendment, incorporated report or form of each Settlement prospectus), at the Applicable Time relating to the Offered Securities or at any Closing Date, the Registration Statement complied and or will comply in all material respects at the time it became effective with the requirements of the Securities ActAct and the Rules and Regulations. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of Statutory Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time each was filed with the Commission, and the Prospectus complied in all material respects with the requirements of the Securities Act and the Rules and Regulations. The documents incorporated, or to be incorporated, by reference in each Statutory Prospectus and any amendment or supplement thereto, at the time it each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and the Exchange Act, as applicable. Each preliminary prospectus and the Statutory Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXXXXXX (as defined below), 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx Fargo Securities pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx Fargo Securities for use in connection with the offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Act. The Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement DateRegulations, complied and will comply in all material respects at the time it became effective with the requirements of the Securities ActAct and the Securities Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time each was filed with the Commission, and the Prospectus complied in all material respects at the time it was filed with the requirements of the Securities Act. Each Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange ActAct and the rules and regulations of the Commission under the Exchange Act (the “Exchange Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary free writing prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)of the Partnership, contemplated. The Company Partnership has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Dateit became effective, complied and will comply in all material respects at the time it became effective with the requirements of the Securities ActAct and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”). Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time each was filed with the Commission, and the Prospectus complied in all material respects at the time it was filed with the requirements of the Securities ActAct and the Securities Act Regulations. Each document, if any, filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXElectronic Data Gathering, Analysis and Retrieval system or any successor system, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The (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), and (C) at the date hereof, the Company met and meets the requirements for use of Form S-3 under the Securities 1933 Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company’s knowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act and as of each Settlement DateRegulations, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 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 or supplement thereto), any supplement thereto or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company WFSRC meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Act"), and has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-99297), including a base prospectus and a form of preliminary prospectus supplement relating to the offering of auto receivable backed notes, issued in series from time to time in accordance with Rule 415 under the Act. Such registration statement has been declared effective by the Commission. Such registration statement, as amended at the Effective Date (as hereinafter defined), including the exhibits thereto and any material incorporated by reference therein pursuant to the Act and the Securities have been and remain eligible for registration by Exchange Act of 1934, as amended (the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities "Exchange Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry"), contemplatedis referred to as the "Registration Statement". The Company has complied with each request (if any) from As used herein, the Commission for additional information. Each of the Registration Statement and any post-effective amendment theretoterm "Incorporated Documents", at the time of its effectiveness, at each deemed effective date when used with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto)date, any supplement or any prospectus wrapper prepared in connection therewith, and means the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was 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 as of such date pursuant to Item 12 of Form S-3 or pursuant to a no-action letter of the Commission. If any post-effective amendment has been filed with respect to the Registration Statement prior to the execution and delivery of this Agreement, the most recent such amendment has been declared effective by the Commission. The Seller will file a final base prospectus and a final prospectus supplement relating to the Notes in accordance with Rules 415 and 424(b) under the Act. The Seller has included in the Registration Statement all information required by the Act and the Prospectusrules thereunder to be included in the prospectus with respect to the Notes and the offering thereof. As filed, when they became effective or the final prospectus and the final prospectus supplement shall include all required information, with respect to the Notes and the offering thereof, and shall be in all substantive respects in the form furnished to the Representative prior to the Execution Time (as hereinafter defined) or, to the extent not completed at the time they were Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest preliminary base prospectus and preliminary prospectus supplement, if any, that have been previously furnished to the Representative) as the Seller has advised the Representative, prior to the Execution Time, will be included or hereafter are filed with made therein. The Registration Statement, at the CommissionExecution Time, complied and will comply in all material respects with meets the requirements of set forth in Rule 415(a)(1)(x) under the Exchange Act. "Rule 415", "Rule 424" and "Regulation S-K" refer to such rules or regulations under the Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the 1933 Act. The Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time and as of each Settlement Date, the Closing Time complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared at the time each was filed with the Commission, and, in connection therewitheach case, at the Applicable Time and the Prospectus Closing Time complied and will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become been declared effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission and Canadian Regulators for additional information. No order preventing or suspending the use of the Canadian MJDS Base Prospectus or the Preliminary Canadian MJDS Supplement has been issued by any Canadian Regulators. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Dateit became effective, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time each was filed with the Commission, and the Prospectus complied in all material respects at the time it was filed with the Securities Actrequirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and delivered by the Prospectus delivered Company to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Canadian MJDS Base Prospectus and the Preliminary Canadian MJDS Supplement comply, and the Final Canadian MJDS Supplement and any further amendments or supplements to the Canadian MJDS Base Prospectus and the Final Canadian MJDS Supplement will comply, in all material respects to the requirements of NI 71-101 and Canadian Securities Laws. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The documents incorporated or deemed to be incorporated by reference in the Final Canadian MJDS Supplement, complied and will comply in all material respects with the requirements of Canadian Securities Laws. The Company is a reporting issuer, or the equivalent thereof, under the securities laws of each of the Canadian Jurisdictions (“Canadian Securities Laws”), is not in default of any requirement of Canadian Securities Laws, and the Company is not included on a list of defaulting reporting issuers maintained by any of the Canadian Regulators that maintain such lists. The Company is not the subject of a cease trade order, or management cease trade order, issued by the Canadian Regulators, or any of them, and the Company is, to the best of its knowledge, not aware of any such order being contemplated or threatened by the Canadian Regulators, or any of them. All disclosure and filings on the public record and fees required to be made and paid by the Company and its subsidiaries pursuant to Canadian Securities Laws have been made and paid in all material respects, and the Company has not filed any confidential material change reports.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 F-3 and Form F-6 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement1933 Act. Each of the Registration Statement, the ADS Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement, the ADS Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement, the ADS Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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, the ADS Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities Securities, the Issuable Common Stock, the Purchase Contracts and the Amortizing Notes 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 Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional informationinformation regarding such Registration Statement. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Actrequirements of the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets has prepared and filed with the requirements for use of Securities and Exchange Commission (“Commission”) a registration statement on Form S-3 F-1 (File No. 333-251163) (the “Initial Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), and the Securities have been rules and remain eligible for registration by regulations (the Company on such shelf registration statement. Each “1933 Act Regulations”) of the Commission thereunder. The Company has filed one or more amendments thereto, each which has previously been furnished to the Representative. The Initial Registration Statement and any post-effective amendment thereto has become thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form, other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities 1933 Act, which became effective automatically upon filing. No stop order suspending the effectiveness of the Initial Registration Statement or any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued under the Securities 1933 Act, ; no order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened. The To the Company’s knowledge, the Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, excluding exhibits thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) the Underwriter under the Securities 1933 Act and as of each Settlement DateRegulations, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus Preliminary Prospectus (including the prospectus Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time it was filed, and the Prospectus complied in all material respects at the time it was filed with the Securities Act1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was 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 ProspectusStatement, 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 Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations promulgated thereunder (collectively, the “1934 Act Regulations”).

Registration Statement and Prospectuses. (a) The Company meets the requirements for use of Form S-3 under the Securities 1933 Act and has prepared and filed with the SEC a registration statement on Form S-3 (No. 333-239328), including a related Base Prospectus, for the registration of the offering and sale of the Securities have been under the 1933 Act. Such Registration Statement, including any amendments and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment amendments thereto filed prior to the Applicable Time, has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after the Applicable Time. 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 Representative shall agree in writing to a modification, 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 Base Prospectus and any Preliminary Prospectus) as the Company has complied with each request (if anyadvised you, 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) from under the Commission for additional information1933 Act. Each The initial Effective Date of the Registration Statement was not earlier than the date three years before the Applicable Time. (b) On each Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and at the Closing Time and at any Date of Delivery, the Prospectus (and any post-effective amendment supplement thereto) will, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective with the applicable requirements of the Securities Act1933 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 or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Preliminary Prospectus delivered by the Company to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to through 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the The Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus the Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each 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”). The Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each the deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act and as of each Settlement DateRegulations, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus The Preliminary Prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time it was filed, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional informationinformation to be included in, or incorporated by reference in, the Registration Statement or any post-effective amendment thereto. Each of the Registration Statement and any post-effective amendment thereto, at the time as of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement DateDelivery, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, 1933 Act and the Prospectus complied in all material respects at the time it was filed with the Securities Act1933 Act Regulations. Each preliminary prospectus and the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any of the Underwriters through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information concerning discounts and commissions in the table under the fifteenth paragraph and the first, second, sixth, ninth and eleventh sentences of the twenty-first paragraph under the caption “Underwriting (Conflicts of Interest)” in the Prospectus (the “Underwriter Information”).

Registration Statement and Prospectuses. The Company meets has prepared and filed with the requirements for use of Securities and Exchange Commission (“Commission”) a shelf registration statement on Form S-3 (File No. 333-252569) under the Securities Act of 1933, as amended (the “1933 Act”) and the Securities rules and regulations of the Commission thereunder (the “1933 Act Regulations”), which shelf registration statement was declared effective by the Commission and the Shares have been and remain eligible for registration registered by the Company on such shelf registration statement. Such registration statement, including all amendments and exhibits thereto and the documents and information incorporated by reference therein is referred to as the “Registration Statement.” Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus (as defined below) has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened by the Commission. The Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, excluding exhibits thereto, at the time of its effectiveness, effectiveness and at each deemed effective date, including information deemed to be part of the Registration Statement at the effective date pursuant to Rule 430C of the 1933 Act Regulations with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement DateUnderwriters, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 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 or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time it was filed, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering was, and the offering of any Securities was Prospectus will be, 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 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 Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations promulgated thereunder (collectively, the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement1933 Act. Each of the Registration Statement and any post-effective amendment thereto has become been declared by the Commission, or otherwise become, effective under the Securities 1933 Act. No , and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus (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 (without further inquiry)knowledge, contemplated. The Company has complied in all material respects with each request (request, if any) , from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, the Applicable Time, the Closing Time and each Date of its effectivenessDelivery, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Dateif any, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each The preliminary prospectus (including that is included in the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto)General Disclosure Package, any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities ActCommission, and the Prospectus and each amendment or supplement thereto, as of their respective issue dates, and, in each case, at the Applicable Time, the Closing Time and each Date of Delivery, if any, complied and will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the offering of any Securities was Offering were or will be substantially 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Act. The Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the The Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the The Registration Statement and any post-effective amendment theretoStatement, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement DateRegulations, complied and will comply in all material respects with the applicable requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, the Final Prospectus and any amendment or supplement thereto, at the time it became effective each was filed with the Commission, complied in all material respects with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, Act and the Securities Act Regulations and each Preliminary Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Final Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was identical in all material respects 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by duly registered under the Company on such shelf registration statement1933 Act, pursuant to the Registration Statement. Each of the Registration Statement Statement, any amendment thereto and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)of the Fund or such Adviser, contemplatedare contemplated by the Commission. The Company has Fund and the Advisers, as applicable, have complied in all material respects with each request (if any) from the Commission for additional information. Each of At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, thereto became effective and at the time of its effectivenessClosing Time, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to the Registration Statement, the Rule 430B(f)(2462(b) under Registration Statement, the Securities Act Notification and as of each Settlement Date, any amendments and supplements thereto complied and will comply in all material respects at the time it became effective with the requirements of the Securities 1933 Act, the 1940 Act and the Rules and Regulations. Each preliminary prospectus (including or Prospectus, as the prospectus case may be, filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or supplement thereto)filed pursuant to Rule 497, any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied as to form when so filed in all material respects at the time it was filed with the Securities Act. Each Rules and Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Dealers for use in connection with the this offering of any Securities was 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 If a Rule 462(b) Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed is required in connection with the Commissionoffering and sale of the Securities, the Fund has complied and or will comply in all material respects with the requirements of Rule 111 under the Exchange Act1933 Act relating to the payment of filing fees therefor.

Registration Statement and Prospectuses. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 of the Securities Act) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of using Form S-3 under the Securities Act pursuant to the standards for such form as currently in effect and as in effect immediately prior to October 21, 1992 and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the The Registration Statement and any post-was automatically deemed effective amendment thereto has become effective under upon filing with the Securities ActCommission on May 27, 2020. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Actis in effect, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any or examination under Section 8(d) or 8(e) of those purposes have been instituted or the Securities Act are pending before or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened by the Commission. The Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) and complies in all other material respects with such Rule. The Company has complied with each request (if any) not received from the Commission for additional informationany notice objecting to the use of the shelf registration statement form. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Manager or Forward Seller, as applicable, pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective and at each Applicable Time with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed and at each Applicable Time with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Manager or Forward Seller, as applicable, for use in connection with the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriter pursuant to Rule 430B(f)(2) under the Securities 1933 Act and as of each Settlement DateRegulations, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriter for use in connection with the this offering of any Securities was 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 Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary free writing prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)of the Partnership, contemplated. The Company Partnership is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to use the Registration Statement as an automatic shelf registration statement and the Partnership has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement. The Partnership has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Dateit became effective, complied and will comply in all material respects at the time it became effective with the requirements of the Securities ActAct and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”). Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time each was filed with the Commission, and the Prospectus complied in all material respects at the time it was filed with the requirements of the Securities ActAct and the Securities Act Regulations. Each document, if any, filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXElectronic Data Gathering, Analysis and Retrieval system or any successor system, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets has prepared and --------------------------------------- filed with the requirements for use Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Act"), a registration statement on Form S-3 under the Securities Act and (the Securities have been and remain eligible for registration by the Company on such shelf "registration statement"), including prospectuses subject to completion relating to the Underwritten Shares. Each of The term "Registration Statement" as used in this Agreement means the Registration Statement registration statement (including all financial schedules and any post-effective amendment thereto has become effective under exhibits), as amended at the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Acttime it becomes effective, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, if the registration statement became effective prior to the Company’s knowledge (without further inquiry)execution of this Agreement, as supplemented or amended prior to the execution of this Agreement. If it is contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time this Agreement is executed, that a post- effective amendment to the registration statement will be filed and must be declared effective before the offering of its effectivenessthe Underwritten Shares may commence, at each deemed the term "Registration Statement" as used in this Agreement means the registration statement as amended by said post-effective date amendment. If an abbreviated registration statement is prepared and filed with respect to Xxxxxxx Xxxxx pursuant to the Commission in accordance with Rule 430B(f)(2462(b) under the Securities Act and (an "Abbreviated Registration Statement"), the term "Registration Statement" as of each Settlement Dateused in this Agreement includes the Abbreviated Registration Statement. The term "Prospectuses" as used in this Agreement means the prospectuses in the forms included in the Registration Statement, complied and will comply or, if the prospectuses included in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared omit information in connection therewith, reliance on Rule 430A under the Act and the Prospectus complied such information is included in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was identical to the electronically transmitted copies thereof prospectuses filed with the Commission pursuant to XXXXXRule 424(b) under the Act, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference term "Prospectuses" as used in this Agreement means the prospectuses in the forms included in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.as

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 F-3 under the Securities Act 1933 Act. The Registration Statement is a “shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration registered by the Company on such shelf registration statement. Each of the Registration Statement, and any amendment thereto, and the ADS Registration Statement and any post-effective amendment thereto thereto, has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or the ADS Registration Statement or any post-effective amendment thereto, has been issued by the Commission under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto and the ADS Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Dateit became effective, complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including Preliminary Prospectus, the prospectus filed as part of Prospectus, the ADS Registration Statement as originally filed or as part of and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time each was filed with the Commission, and the Prospectus complied in all material respects at the time it was filed with the Securities Actrequirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Preliminary Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the offering of any Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Registration Statement, any Preliminary Prospectus, the Prospectus and the ADS Registration Statement, and the filing of the Registration Statement, any Preliminary Prospectus, the Prospectus and the ADS Registration Statement with the Commission have been duly authorized by and on behalf of the Company, and the Registration Statement has been duly executed by and on behalf of the Company pursuant to such authorization. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations promulgated thereunder (the “1934 Act Regulations”). The proposed offering of the Securities may be made pursuant to General Instruction I.B.5 of Form F-3. The Company is not a shell company (as defined in Rule 405 of the 0000 Xxx) and has not been a shell company for at least twelve (12) calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) with the Commission at least twelve (12) calendar months previously reflecting its status as an entity that is not a shell company. The aggregate market value of securities sold by or on behalf of the Company pursuant to General Instruction I.B.5 of Form F-3 during the twelve (12) month period immediately prior to, and including, the sale of Securities pursuant to this Agreement is no more than one-third of the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company, as determined pursuant to General Instruction I.B.5 of Form F-3.

Registration Statement and Prospectuses. The Company meets is a “foreign private issuer” (as defined in Rule 405 under the 0000 Xxx) and, as of the Effective Date (as defined below), met the requirements for use of Form S-3 F-10 under the Securities 1933 Act and was, as of the Effective Date, qualified to use a short form prospectus and the Shelf Procedures provided under Canadian Securities Laws; a Final Receipt has been obtained from the AMF in respect of the Canadian Base Prospectus, and no order having the effect of ceasing or suspending the trading or distribution of the Securities have been and remain eligible for registration by or the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto Common Shares generally has been issued under the Securities Act, no order preventing or suspending the use of by any preliminary prospectus or the Prospectus has been issued Canadian Commission and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplated. The Company are contemplated by any Canadian Commission or any court; no stop order suspending the effectiveness of the Registration Statement has complied with each request (if any) from been issued by the Commission and no proceedings for additional information. Each that purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been prepared by the Company under the provisions of the 1933 Act and has been filed with the Commission; pursuant to Rule 467(b) under the 1933 Act, the Registration Statement became effective on March 17, 2014 (the “Effective Date”); if requested, copies of the Registration Statement and any post-effective amendment the Canadian Base Prospectus, including amendments thereto, if any, have been delivered to the Underwriters, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as required by applicable law; at the time of its effectiveness, at Closing Date and each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Option Closing Date, complied and there will comply be no reports or information that, in all material respects at the time it became effective accordance with the requirements of the Canadian Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally Laws, must be filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use made publicly available in connection with the offering listing of any Securities was identical the Offered Shares and the Offered Warrant Shares on the TSX or on NASDAQ (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as required by applicable law; there are no documents required to the electronically transmitted copies thereof be filed with the Commission pursuant to XXXXX, except to AMF in connection with the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Canadian Base Prospectus, when they became effective the Canadian Prospectus Supplement or at the time they were or hereafter are Canadian Prospectus that have not been filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Actas required.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the 1933 Act. The Securities have been and remain eligible for registration by the Company on such shelf registration statementForm S-3. Each of the Registration Statement and any post-effective amendment thereto has become been declared effective by the Commission under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriter pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Actrequirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriter for use in connection with the this offering of any Securities was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. (a) The Company meets (including its agents and representatives, other than the requirements for use Underwriter in its capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Issuer Free Writing Prospectus other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of Form S-3 the 1933 Act or Rule 134 under the Securities 1933 Act, (ii) the Prospectus, (iii) the documents identified in Schedule B-2 and (iv) any electronic road show or other written communications, in each case approved in writing in advance by the Underwriter. Each such Issuer Free Writing Prospectus complied in all material respects with the 1933 Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the 1933 Act (to the extent required thereby) and did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter Information and the Securities have Selling Shareholder Information (each as defined below). No Issuer Free Writing Prospectus will conflict with the information contained in the Registration Statement or the General Disclosure Package, and any preliminary or other prospectus deemed to be a part thereof that has not been and remain eligible for registration by the Company on such superseded or modified. (b) The Registration Statement is an “automatic shelf registration statement. Each ” as defined under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement and or any post-effective amendment thereto has become effective pursuant to Rule 401(g)(2) under the Securities Act1933 Act has been received by the Company. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under by the Commission 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 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted initiated or are pending or, to threatened by the Company’s knowledge Commission. (without further inquiry), contemplated. The Company has complied with each request (if anyc) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities 1933 Act and as the 1933 Act Regulations. Each of each Settlement Date, complied the General Disclosure Package and will the Prospectus comply in all material respects at the time it became effective with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, 1933 Act and the 1933 Act Regulations. The Prospectus complied in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of any Securities was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXXXXXX 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become and remains effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued or threatened and no proceedings for any of those purposes have been instituted or are pending or, to or threatened by the Company’s knowledge (without further inquiry), contemplatedCommission. The Company has complied with each request (if any) from the Commission for additional information. 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, 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. Pursuant to General Instruction I.B.6 of Form S-3, the issuance of the Firm Shares and the Additional Shares is eligible to be registered pursuant to the Prospectus filed as part of the Company’s effective Registration Statement. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Dateit became effective, complied and will comply in all material respects at the time it became effective with the requirements of the Securities ActAct and the Rules and Regulations. Each preliminary prospectus (including if any), the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewithat the time each was filed with the Commission, and the Prospectus complied in all material respects at the time it was filed with the requirements of the Securities ActAct and the Rules and Regulations. Each preliminary prospectus and the Prospectus (if any) delivered to Xxxxxxx Xxxxx the Underwriter for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of using Form S-3 under the Securities Act pursuant to the standards for such form as currently in effect and as in effect immediately prior to October 21, 1992 and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of The Registration Statement, including any amendments thereto filed prior to the Registration Statement and any post-Applicable Time, was declared effective amendment thereto has become effective under by the Securities ActCommission on March 27, 2015. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Actis in effect, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any or examination under Section 8(d) or 8(e) of those purposes have been instituted or the Securities Act are pending before or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened by the Commission. The Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) and complies in all other material respects with such Rule. The Company has complied with each request (if any) not received from the Commission for additional informationany notice objecting to the use of the shelf registration statement form. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Manager pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, complied and will comply in all material respects at the time it became effective and at each Applicable Time with the requirements of the Securities Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed and at each Applicable Time with the Securities Act. Each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Manager for use in connection with the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in 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 become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)of the Dutch Parties, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx the Underwriters pursuant to Rule 430B(f)(2) under the Securities 1933 Act Regulations, the Applicable Time, the Closing Time and as any Date of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including prospectus, the prospectus filed as part of the Registration Statement as originally filed or as part of Prospectus and any amendment or supplement thereto), at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with the this offering of any Securities was 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 or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no order preventing or suspending the use of any preliminary prospectus the Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry)knowledge, contemplatedthreatened. The Company has complied with each request (if any) from the Commission for additional information. The ADS Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, the Applicable Time, the Closing Time and any Date of its effectiveness, at each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) under the Securities Act and as of each Settlement Date, Delivery complied and will comply in all material respects at the time it became effective with the requirements of the Securities Act1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including The conditions for use of Form F-3, set forth in the prospectus filed as part General Instructions thereto, including, but not limited to, General Instruction I.B.5 and other conditions related to the offer and sale of the Registration Statement as originally filed or as part of Securities, have been satisfied. 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 Applicable Time, the Closing Time and any supplement or any prospectus wrapper prepared in connection therewith, Date of Delivery complied and the Prospectus complied will comply in all material respects at the time it was filed with the Securities Act. Each preliminary prospectus requirements of the 1933 Act and the 1933 Act Regulations. The Preliminary Prospectus delivered to Xxxxxxx Xxxxx the Underwriters for use in connection with this offering and the offering of any Securities Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).