Common use of Registration Statement, Prospectus and Disclosure at Time of Sale Clause in Contracts

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) and at the Closing Time, the Registration Statement and any amendments and supplements thereto complied or will comply, as the case may be, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or will not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Act. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) and at the Closing Time, the Registration Statement and any amendments and supplements thereto complied or will comply, as the case may be, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or will not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Act. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, Time included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement is an “automatic shelf registration statement,” as defined in and any Rule 405 (“Rule 405”462(b) of Registration Statement has become effective under the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time respective times the Registration Statement and any Rule 462(b) Registration Statement became effective (including without limitation any effective dates of any amendments thereto and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) and at the Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied or will comply, as the case may be, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or will not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Act. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets At the requirements for use of Form S-3 under respective times that the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulationsand any subsequent amendments thereto became effective, that automatically became effective not more than three years prior at each time subsequent to the date hereof and no stop order suspending the effectiveness filing of the Registration Statement has been issued under that Brixmor Property Group Inc., a Maryland Corporation (“BPG”) or the 1933 Act and no proceedings for that purpose have been instituted Operating Partnership filed an Annual Report on Form 10-K (or are pending or, to the knowledge of the Company, are contemplated by any amendment thereto) with the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) ), and at the Closing TimeDate, the Registration Statement and any amendments to any of the foregoing complied and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, at the Closing Date, and at any time when a prospectus is required (or, but for the Indenture complied and will comply provisions of Rule 172, would be required) by applicable law to be delivered in all material respects connection with sales of Securities (whether to meet the requirements requests of the 1939 Act. Neither purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements theretothereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, at in the light of the circumstances under which they were made, not misleading. As of the Applicable Time and as of each time the Prospectus or any such amendment or supplement was issued and at prior to the Closing Date that an investor agrees (orally or in writing) to purchase any Securities from the Underwriters, neither (x) the Pricing Term Sheet (as defined in Section 3(n) below), any other Issuer General Use Free Writing Prospectuses, if any, issued at or prior to the Applicable Time and the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any amendment thereto, filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations. The representations and warranties in the preceding paragraphs of this subsection shall Section 1(a)(3) do not apply to statements in or omissions from the Registration Statement Statement, any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company in writing Operating Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto)therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information contained described as such in Schedule E heretoSection 6(b) hereof. Each preliminary prospectus The Operating Partnership has at all relevant times met, meets and will at all relevant times meet the prospectus filed as part requirements of Rule 164 for the use of the Registration Statement free writing prospectus (as originally filed or as part of any amendment thereto, or filed pursuant to defined in Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use 405) set forth on Exhibit C in connection with this the offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual contemplated hereby. Each Issuer Free Writing Prospectus, when considered together as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary information contained in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at including any documents incorporated or deemed to be incorporated by reference therein, any preliminary prospectus or the earliest time thereafter Prospectus that has not been superseded or modified. The interactive data in the Company or another offering participant made a bona fide offer (within eXtensible Business Reporting Language incorporated by reference to the meaning of Rule 164(h)(2) of Registration Statement fairly presents the 1933 Act Regulations) of information called for in all material respects and has in all material respects been prepared in accordance with the Securities Commission’s rules and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:guidelines applicable thereto.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets At the requirements for use of Form S-3 under respective times that the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulationsand any subsequent amendments thereto became effective, that automatically became effective not more than three years prior at each time subsequent to the date hereof and no stop order suspending the effectiveness filing of the Registration Statement has been issued under that BPG or the 1933 Act and no proceedings for that purpose have been instituted Operating Partnership filed an Annual Report on Form 10-K (or are pending or, to the knowledge of the Company, are contemplated by any amendment thereto) with the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) ), and at the Closing TimeDate, the Registration Statement and any amendments to any of the foregoing complied and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, at the Closing Date, and at any time when a prospectus is required (or, but for the Indenture complied and will comply provisions of Rule 172, would be required) by applicable law to be delivered in all material respects connection with sales of Securities (whether to meet the requirements requests of the 1939 Act. Neither purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements theretothereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, at in the light of the circumstances under which they were made, not misleading. As of the Applicable Time and as of each time the Prospectus or any such amendment or supplement was issued and at prior to the Closing Date that an investor agrees (orally or in writing) to purchase any Securities from the Underwriters, neither (x) the Pricing Term Sheet (as defined in Section 3(n) below), any other Issuer General Use Free Writing Prospectuses, if any, issued at or prior to the Applicable Time and the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any amendment thereto, filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations. The representations and warranties in the preceding paragraphs of this subsection shall Section 1(a)(3) do not apply to statements in or omissions from the Registration Statement Statement, any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company in writing Operating Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto)therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information contained described as such in Schedule E heretoSection 6(b) hereof. Each preliminary prospectus and At the prospectus filed respective times that the Registration Statement or any amendment thereto was filed, as part of the earliest time after the filing of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company Operating Partnership or another any other offering participant made a bona fide offer (of the Securities within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities ), and at the date hereof, the Company Operating Partnership was not and is not an “ineligible issuer,” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and without limitation to the foregoing, the Operating Partnership has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. As used Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in this subsection the Registration Statement, including any Incorporated Document, any preliminary prospectus or the Prospectus that has not been superseded or modified. The interactive data in the eXtensible Business Reporting Language incorporated by reference to the Registration Statement fairly presents the information called for in all material respects and elsewhere has in this Agreement:all material respects been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on September 14, that automatically became 2007, and any post-effective not more than three years prior to amendment thereto shall also become effective upon filing with the date hereof and no Commission under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from Any offer that is a written communication relating to the Commission any notice pursuant Securities made prior to Rule 401(g)(2) (“Rule 401(g)(2)”) the initial filing of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time the Registration Statement became effective by the Company or any person acting on its behalf (including without limitation any effective dates within the meaning, for this paragraph only, of any amendments thereto and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and at otherwise complied with the Closing Timerequirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At each of the times specified in paragraph (a)(i) above, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and misleading. At the Indenture complied and will comply in all material respects with the requirements date of the 1939 Act. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included the Prospectus (without regard to any amendment or supplement thereto) will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in At the time that any amendment or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished supplement to the Company Prospectus is issued and at the Closing Time, the Prospectus as so amended or supplemented will not include an untrue statement of a material fact and will not omit to state a material fact necessary in writing by any Underwriter through order to make the Representatives expressly for use statements therein, in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists light of the information contained in Schedule E heretocircumstances under which they were made, not misleading. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, ) complied when so filed in all material respects with the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus Prospectus, as delivered to the Underwriters for use in connection with this offering offering, was and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time, as of the Execution Time (and as defined below), of the Closing Time neither (x) the Issuer Free Writing Prospectus(es) Statutory Prospectus (as defined below) listed on Schedule B and the Statutory Prospectus Final Term Sheet or any other Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement is an “automatic shelf registration statement,” as defined in and any Rule 405 (“Rule 405”462(b) of Registration Statement has become effective under the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to the use of the an automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formstatement. At the time respective times the Registration Statement, any Rule 462(b) Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment thereto, thereto or filed pursuant to Rule 424 under of the 1933 Act, Act Regulations) complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing ProspectusProspectus (as defined below), when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At As of the time of the filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” Final Term Sheet (as defined in Rule 405Section 3(b)), the General Disclosure Package, when considered together with the Final Term Sheet, did not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for the use of Form S-3 F-3 under the 1933 Act. The Each of the Original Registration Statement, any Rule 462(b) Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of and any post-effective amendments thereto have become effective under the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no stop order suspending the effectiveness of the Registration Statement (including any Rule 462(b) Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time respective times the Original Registration Statement, any Rule 462(b) Registration Statement and each post-effective amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, any Rule 462(b) Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 3(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein (the “Underwriter Information”). At the time of filing the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:405 of the 1933 Act Regulations.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 462(e) of the Securities Act (“Rule 405462(e)”) of the 1933 Act Regulationson June 26, that automatically 2015, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission with respect to the Registration Statement for additional information has been complied with. The Any offer that is a written communication relating to the Shares made by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the Securities Act) prior to the filing of the original Registration Statement on June 26, 2015 has not received from been filed with the Commission any notice pursuant to in accordance with the exemption provided by Rule 401(g)(2) 163 of the Securities Act (“Rule 401(g)(2)163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Securities Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formprovided by Rule 163. At the each respective time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters Agent pursuant to Rule 430B(f)(2) of the 1933 Securities Act Regulations) and at the Closing Timeas of each Settlement Date, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at issued, as of the Closing date hereof, each Applicable Time, each Settlement Date and as of each Representation Date included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Securities Act Regulations and each preliminary prospectus and the Prospectus delivered furnished to the Underwriters Agent for use in connection with this the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Each Issuer Free Writing Prospectus, when considered together as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the issuer notified or notifies the Agent otherwise, did not, does not and will not include any information that conflicted, conflicts or will conflict with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, information contained in the light of Registration Statement or the circumstances under which they were madeProspectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not misleadingbeen superseded or modified. At the time of filing The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, at the earliest time thereafter that Prospectus or any amendments or supplements thereto or any Issuer Free Writing Prospectus made in reliance upon and in conformity with the Company or another offering participant made a bona fide offer Agent Information (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:herein).

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time respective times that the Initial Registration Statement became effective (including without limitation Statement, any effective dates of any amendments thereto and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2462(b) of the 1933 Act Regulations) and at the Closing Time, the Registration Statement and any amendments and supplements thereto complied to any of the foregoing were declared or will complybecame effective, as the case may be, and at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, any Rule 462(b) Registration Statement and any amendments to any of the foregoing complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b), at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), and at any time when a prospectus is required (or, but for the Indenture complied and will comply provisions of Rule 172, would be required) by applicable law to be delivered in all material respects connection with sales of Securities (whether to meet the requirements requests of the 1939 Act. Neither purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements theretothereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (except in the case of clause (y) below), neither (w) any Issuer General Use Free Writing Prospectuses, if any, issued at or prior to the time Applicable Time, the Pre-Pricing Prospectus or as of the Applicable Time and the information, if any, included on Exhibit H hereto, all considered together (collectively, the “General Disclosure Package”), nor (x) any such amendment or supplement was individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, nor (y) any Issuer General Use Free Writing Prospectus issued and at subsequent to the Closing Applicable Time, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations. The representations and warranties in the preceding paragraphs of this Section 1(a)(2) do not apply to statements in or omissions from the Registration Statement, any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any the foregoing made in reliance upon and in conformity with written information furnished to the Trust or the Company by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 7(b) hereof. At the respective times that the Initial Registration Statement, any Rule 462(b) Registration Statement or any amendment to any of the foregoing were filed and at the date hereof, the Trust was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and, without limitation to the foregoing, the Trust has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering was contemplated hereby. The copies of the Initial Registration Statement and any Rule 462(b) Registration Statement and any amendments to any of the foregoing and the copies of each preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the Applicable Time foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. The Company and the Trust have made available a “bona fide electronic road show” (as defined belowin Rule 433(h), neither ) in compliance with Rule 433(d)(8)(ii) such that no filing with the Commission of any “road show” (xas defined in Rule 433(h)) is required in connection with the offering of the Securities. Each Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined belowif any), as of its issue date and at all considered together (collectivelysubsequent times through the completion of the public offering and sale of the Securities, the “General Disclosure Package”)did not, nor (y) does not and will not include any individual Issuer Free Writing Prospectusinformation that conflicted, when considered together conflicts or will conflict with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary information contained in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, any preliminary prospectus or the Prospectus that has not been superseded or modified. The Company and the Trust have filed publicly on XXXXX at the earliest time thereafter that the Company or another offering participant made a bona fide offer least 15 calendar days prior to any “road show” (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection 433 under the Securities Act), any confidentially submitted registration statement and elsewhere in this Agreement:registration statement amendments relating to the offer and sale of the Trust Units.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on April 5, that automatically 2018, and any post-effective amendment thereto (including the Post-Effective Amendment) also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Post-Effective Amendment by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to use qualify such offer for the exemption from Section 5(c) of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form1933 Act provided by Rule 163. At the time respective times the Original Registration Statement became effective and each amendment thereto (including without limitation any effective dates of any amendments thereto and the Post-Effective Amendment) became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, comply as the case may be, to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Original Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under thereto (including the 1933 Act, Post-Effective Amendment)) complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed issued at or prior to the Applicable Time included on Schedule B C-1 hereto and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer General Use Free Writing Prospectus(es) included on Schedule C-2 hereto or any individual Issuer Limited Use Free Writing Prospectus, in each case when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets At the requirements for use of Form S-3 under respective times that the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulationsand any amendments thereto became effective, that automatically became effective not more than three years prior at each time subsequent to the date hereof and no stop order suspending the effectiveness filing of the Registration Statement has been issued under that the 1933 Act and no proceedings for that purpose have been instituted Company filed an Annual Report on Form 10-K (or are pending or, to the knowledge of the Company, are contemplated by any amendment thereto) with the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) ), and at the Closing TimeDate, the Registration Statement and any amendments to any of the foregoing complied and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. As of its date, at the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b), at the Closing Date, and at any time when a prospectus is required (or, but for the Indenture complied and will comply provisions of Rule 172, would be required) by applicable law to be delivered in all material respects connection with sales of Securities (whether to meet the requirements requests of the 1939 Act. Neither purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements theretothereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, at in the light of the circumstances under which they were made, not misleading. As of the Applicable Time and as of each time the Prospectus or any such amendment or supplement was issued and at prior to the Closing Date that an investor agrees (orally or in writing) to purchase any Securities from the Underwriters, neither (x) the Pricing Term Sheet (as defined in Section 3(m) below), any other Issuer General Use Free Writing Prospectuses, if any, issued at or prior to the Applicable Time and the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any amendment thereto, filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations. The representations and warranties in the preceding paragraphs of this subsection shall Section 1(a)(3) do not apply to statements in or omissions from the Registration Statement Statement, any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto)therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information contained described as such in Schedule E heretoSection 6(b) hereof. Each preliminary prospectus and At the prospectus filed respective times that the Registration Statement or any amendment thereto was filed, as part of the earliest time after the filing of the Registration Statement that the Company or any other offering participant made a bona fide offer of the Securities within the meaning of Rule 164(h)(2), and at the date hereof, the Company was not and is not an “ineligible issuer” as originally defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. The copies of the Registration Statement and any amendments thereto and the copies of each preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed or as part of any amendment thereto, or filed with the Commission pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters for use in connection with this the offering was of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As T of the Applicable Time (as defined below)Commission. For purposes of this Agreement, neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, references to the “General Disclosure Package”)delivery” or “furnishing” of any of the foregoing documents to the Underwriters, nor (y) and any individual similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, when considered together as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary information contained in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at any preliminary prospectus or the earliest time thereafter Prospectus that the Company has not been superseded or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:modified.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on July 31, that automatically 2017, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Neither the Company has not received from nor any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations) had made any offer that is a written communication relating to use the Securities prior to the filing of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formOriginal Registration Statement. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at issued, nor the Prospectus, as amended or supplemented as of the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) or the Permitted Free Writing Prospectus(es) (each as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At The preceding sentence does not apply to statements in or omissions from the time of filing the Registration Statement, at the earliest time thereafter that General Disclosure Package in reliance upon or in conformity with written information furnished to the Company or another offering participant made a bona fide offer (within by any Underwriter through the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405Representatives expressly for use therein. As used in this subsection Section 1(a)(ii) and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof upon filing under Rule 462(e) on [ ], and no any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information in connection with the Registration Statement has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c)) has not received from been filed with the Commission any notice pursuant in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to Rule 401(g)(2) (“Rule 401(g)(2)”qualify such offer for the exemption from Section 5(c) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formprovided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations and Regulations, the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; provided, however, that this representation and warranty shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Indenture complied and will comply in all material respects with Company by any Underwriter through the requirements of Representative expressly for use therein or (ii) the 1939 ActForm T-1. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued filed with the Commission and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations ; provided, however, that this representation and warranties in this subsection warranty shall not apply to any statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished in writing to the Company in writing by any Underwriter through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto) or therein. The Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and including the prospectus or prospectuses filed with the Commission as part of the Original Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, ) complied when so filed with the Commission in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was or will be (as the case may be) identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued as of or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing ProspectusProspectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representative expressly for use therein. As of the time of the filing of the Final Term Sheet (as defined in Section 3(c) hereof), the General Disclosure Package, when considered together with the Final Term Sheet, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on May 12, that automatically 2009, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyCompany or the Manager, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Neither the Company nor the Manager has not received from distributed any offering material in connection with the Commission offering or sale of the Securities other than the Registration Statement, the Preliminary Prospectus, if any, the General Disclosure Package and the Prospectus. Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company or any notice pursuant to person acting on its behalf (within the meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Each Preliminary Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and including the prospectus filed as part of the Original Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, ) complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)) and as of the Closing Time, neither (xA) the Issuer Issuer-Represented General Free Writing Prospectus(es) (as defined below) listed issued at or prior to the Applicable Time (as defined below), the information included on Schedule B C hereto and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), ) nor (yB) any individual Issuer Issuer-Represented Limited Use Free Writing ProspectusProspectus (as defined below), when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on January 11, that automatically 2012, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below)) and the information included on Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on March 31, that automatically 2006, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The In addition, each of the Indenture, the Guarantee and the Trust Agreement has been duly qualified under the 1939 Act. Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement or any applicable amendment thereto by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Timeeach Representation Date, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and misleading. At the Indenture complied and will comply in all material respects with the requirements date of the 1939 Act. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and if any Option Trust Preferred Securities are purchased, included or the Date of Delivery), the Prospectus and any amendments and supplements thereto did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from that part of the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to that constitutes the Company in writing by any Underwriter through Statement of Eligibility on Form T-1 (the Representatives expressly for use in “Form T-1”) under the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists 1939 Act of the information contained in Schedule E heretorelevant trustee. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Original Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act), complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of the Trust Preferred Securities will, at the time of such delivery, be identical to the any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) Prospectus (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 462(e) of the Securities Act (“Rule 405462(e)”) on August 12, 2009, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares made prior to the filing of the original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act RegulationsSecurities Act) on August 12, that automatically became effective not more than three years prior to 2009 has been filed with the date hereof and no stop order suspending Commission in accordance with the effectiveness exemption provided by Rule 163 of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Securities Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formprovided by Rule 163. At the each respective time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters CF&Co pursuant to Rule 430B(f)(2) of the 1933 Securities Act Regulations) and at the Closing Timeas of each Settlement Date, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at issued, as of the Closing date hereof, each Applicable Time, each Settlement Date and each Representation Date included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus complied when so filed in all material respects with the Securities Act. Each Issuer Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until the issuer notified or notifies CF&Co otherwise, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement Statement, the Prospectus or any amendment or supplement thereto or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives CF&Co expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on October 10, that automatically 2006, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and is in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyDB Entities, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from Any offer that is a written communication relating to the Commission Trust Preferred Securities made prior to the filing of the Registration Statement by the DB Entities or any notice pursuant to person acting on their behalf (within the meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) that is an offer for purposes of Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and the Company has not otherwise ceased that is required to be eligible filed, has been filed with the Commission in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and or becomes effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing TimeTime and at the Date of Delivery, if applicable, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime and at the Date of Delivery, if applicable, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, ) complied when so filed in all material respects with the 1933 Act Regulations Regulations, and the copy of each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time of Sale (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 ActAct and has complied with the requirements of Rule 415 with respect to the Registration Statement. The Each of the Registration Statement, any Rule 462(b) Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of and any post-effective amendment thereto has become effective under the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Registration Statement, any Rule 462(b) Registration Statement became and any post-effective (including without limitation any effective dates of any amendments thereto and became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and Regulations, the Trust Indenture 1934 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under thereunder (the “1934 Act Regulations”) and the 1939 Act and the rules and regulations of the Commission thereunder (the “1939 Act Regulations”), ) and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Each Preliminary Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, thereto complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering 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. As of the Applicable Time (as defined below)and at Closing, neither (x) the Issuer Issuer-Represented General Free Writing Prospectus(es) (as defined below) listed on Schedule B and issued at or prior to the Statutory Prospectus Applicable Time (as defined below), the Preliminary Prospectus and the information included on Exhibit D hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 in connection with the issuance of its securities, including the Securities. The Registration Statement became effective upon filing with the Commission under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyCompany or the Operating Partnership, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time respective times the Original Registration Statement and any amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters and the Securities pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) and ), at the Closing TimeTime and at each Date of Delivery (if any), the Registration Statement complied, complies and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Prospectus and each amendment or supplement thereto, if any, at the Indenture complied time the Prospectus or any such amendment or supplement is issued, at the Closing Time and at each Date of Delivery (if any), complied, complies and will comply in all material respects with the requirements of the 1939 Act. Neither 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and issued, at the Closing TimeTime or at any Date of Delivery, included included, includes or will include an untrue statement of a material fact or omitted omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus (including the base prospectus or prospectuses filed as part of the Original Registration Statement or any amendment thereto) complied when so filed in all material respects with the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S‑T. As of the Initial Sale Time, the Statutory Prospectus (as defined below), any Issuer Free Writing Prospectus (as defined below) identified on Schedule B hereto and the information to be conveyed by the Underwriters to purchasers of the Securities at the Initial Sale Time as set forth in Schedule C hereto, all considered together (collectively, the “Disclosure Package”), did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post‑effective amendment thereto, the Prospectus or any amendments or supplements thereto or the Disclosure Package made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by any Underwriter through the Representatives Underwriters expressly for use in the Registration Statement (or any post‑effective amendment thereto) or , the Prospectus (or any amendment thereto)amendments or supplements thereto and the Disclosure Package, it being understood and agreed that the only such information furnished by the Underwriters consists of the information contained described as such in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (xSection 3(n) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of was declared effective by the 1933 Act RegulationsCommission on July 23, that automatically became effective not more than three years prior to the date hereof and no 2002. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and issued at or prior to the Applicable Time (as defined below), the Statutory Prospectus (as defined below)) and the information listed on Schedule D hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At As of the time of the filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereofFinal Term Sheet, the Company was not and is not an “ineligible issuer,” General Disclosure Package, when considered together with the Final Term Sheet (as defined in Rule 405Section 3(b)), will include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on February 26, that automatically 2018 and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). 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 proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The No offer that constituted a written communication relating to the Securities was made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formRegulations). At the time respective times, the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) and , at the Closing Time, the Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below) or any “road show” (as defined in Rule 433 (as defined below)) not constituting an Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet (as defined in Section 3(b)), the General Disclosure Package will not include any untrue statement of a material fact or nor will it omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on February 4, that automatically became effective not more than three years prior to the date hereof and no 2016. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyIssuers, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement has been complied with. The Company has not received from Neither the Commission Issuers, nor any notice pursuant to person acting on the Issuers’ behalf (within the meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations), has made any offer that is a written communication relating to use the Securities prior to the filing of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formOriginal Registration Statement. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and misleading; provided, however, that the Indenture complied and will comply in all material respects with the requirements Issuers make no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the 1939 ActAct of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Issuers by or on behalf of any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto). Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the any Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet, the General Disclosure Package, when considered together with the Final Term Sheet (as defined in Section 3(b)), will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on July 29, that automatically 2011, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Neither the Company has not received from nor any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations) had made any offer that is a written communication relating to use the Securities prior to the filing of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formOriginal Registration Statement. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at issued, nor the Prospectus, as amended or supplemented as of the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) or the Permitted Free Writing Prospectus(es) (each as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At The preceding sentence does not apply to statements in or omissions from the time of filing the Registration Statement, at the earliest time thereafter that General Disclosure Package in reliance upon or in conformity with written information furnished to the Company or another offering participant made a bona fide offer (within by any Underwriter through the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405Representatives expressly for use therein. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on October 16, that automatically 2006, and Post-Effective Amendment No. 1 thereto became effective not more than three years prior to the date hereof and no on June 25, 2007 upon filing under Rule 462(e). 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 proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement and any amendments amendment and supplements supplement thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and (including the prospectus filed as part of the Original Registration Statement as originally filed or as part of any amendment thereto) complied, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed filed, in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below) and the information included on Schedule E hereto (except for the information included in paragraph 2. of Schedule E), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”), that automatically became and, if filed, any post-effective not more than three years prior to the date hereof and no amendments thereto have also become effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) ), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, ) complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. T and except for filing fees information. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and issued at or prior to the Applicable Time (as defined below), the Statutory Prospectus (as defined below), the Final Term Sheet (as defined in Section 3(b)), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on February 1, that automatically became effective not more than three years prior to the date hereof and no 2019. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyIssuers, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement has been complied with. The Company has not received from Neither the Commission Issuers, nor any notice pursuant to person acting on the Issuers’ behalf (within the meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations), has made any offer that is a written communication relating to use the Securities prior to the filing of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formOriginal Registration Statement. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and misleading; provided, however, that the Indenture complied and will comply in all material respects with the requirements Issuers make no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the 1939 ActAct of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Issuers by or on behalf of any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto). Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the any Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet, the General Disclosure Package, when considered together with the Final Term Sheet (as defined in Section 3(b)), will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on March 23, that automatically 2010, and any post-effective amendment thereto-also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXCommission, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below)) and the information included on Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on March 2, that automatically 2015 and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). 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 proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The No offer that constituted a written communication relating to the Securities was made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formRegulations). At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) , and at the Closing Time, the Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below) or any “road show” (as defined in Rule 433 (as defined below)) not constituting an Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet (as defined in Section 3(b)), the General Disclosure Package will not include any untrue statement of a material fact or nor will it omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act RegulationsAct, that automatically became effective not more than three years prior to the date hereof and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time respective times the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) and at the Closing Time, the Registration Statement and any amendments and supplements thereto complied or will comply, as the case may be, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or will not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Act. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets At the requirements for use of Form S-3 under respective times that the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulationsand any amendments thereto became effective, that automatically became effective not more than three years prior at each time subsequent to the date hereof and no stop order suspending the effectiveness filing of the Registration Statement has been issued under that the 1933 Act and no proceedings for that purpose have been instituted Company filed an Annual Report on Form 10-K (or are pending or, to the knowledge of the Company, are contemplated by any amendment thereto) with the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) ), and at the Closing TimeDate (and, if any Option Securities are purchased, at the Date of Delivery (as defined in Section 2(b))), the Registration Statement and any amendments to any of the foregoing complied and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. As of its date, at the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b), at the Closing Date (and, if any Option Securities are purchased, at the Date of Delivery), and at any time when a prospectus is required (or, but for the Indenture complied and will comply provisions of Rule 172, would be required) by applicable law to be delivered in all material respects connection with sales of Securities (whether to meet the requirements requests of the 1939 Act. Neither purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements theretothereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, at in the light of the circumstances under which they were made, not misleading. As of the Applicable Time and as of each time the Prospectus or any such amendment or supplement was issued and at prior to the Closing Date that an investor agrees (orally or in writing) to purchase any Securities from the Underwriters, neither (x) the Pricing Term Sheet (as defined in Section 3(m) below), any other Issuer General Use Free Writing Prospectuses, if any, issued at or prior to the Applicable Time and the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any amendment thereto, filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations. The representations and warranties in the preceding paragraphs of this subsection shall Section 1(a)(3) do not apply to statements in or omissions from the Registration Statement Statement, any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto)therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information contained described as such in Schedule E heretoSection 6(b) hereof. Each preliminary prospectus and At the prospectus filed respective times that the Registration Statement or any amendment thereto was filed, as part of the earliest time after the filing of the Registration Statement that the Company or any other offering participant made a bona fide offer of the Securities within the meaning of Rule 164(h)(2), and at the date hereof, the Company was not and is not an “ineligible issuer” as originally defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. The copies of the Registration Statement and any amendments thereto and the copies of each preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed or as part of any amendment thereto, or filed with the Commission pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters for use in connection with this the offering was of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As T of the Applicable Time (as defined below)Commission. For purposes of this Agreement, neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, references to the “General Disclosure Package”)delivery” or “furnishing” of any of the foregoing documents to the Underwriters, nor (y) and any individual similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, when considered together as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary information contained in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at any preliminary prospectus or the earliest time thereafter Prospectus that the Company has not been superseded or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:modified.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on May 1, that automatically 2009, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including, without limitation, the legending requirement, to use qualify such offer for the exemption from Section 5(c) of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form1933 Act provided by Rule 163. At the time the Registration Statement became effective (including including, without limitation any limitation, the effective dates of any amendments thereto and each deemed effective date with respect to the Underwriters Underwriter pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) ), as of the Applicable Time and at the Closing Time, the Registration Statement and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and neither the Indenture complied and will comply in all material respects with the requirements Pricing Disclosure Package, as of the 1939 Act. Neither Applicable Time and at the Closing Time, nor the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued as of its date, and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; provided, however, that the representations and warranties in this subsection section shall not apply to statements in or omissions from the Registration Statement Statement, Pricing Disclosure Package or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any the Underwriter through the Representatives expressly for use in the Registration Statement Statement, Pricing Disclosure Package or Prospectus, as applicable (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information contained described as such in Schedule E heretoSection 8 hereof). Each preliminary prospectus The Preliminary Prospectus and the prospectus or prospectuses filed as part of the Original Registration Statement as originally filed or as part of any amendment thereto, or thereto and the Prospectus when filed pursuant to Rule 424 under complied when so filed in all material respects with the 1933 ActAct Regulations, complied the Prospectus when filed will comply when so filed in all material respects with the 1933 Act Regulations and each preliminary such prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering was was, and the Prospectus when so delivered 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. As T of the Applicable Time Commission (as defined below“Regulation S-T”), neither (x) the . Each Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined belowincluding any electronic road show), as of its issue date and at all considered together (collectivelysubsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies the Underwriter as described in Section 4(e) hereof, the “General Disclosure Package”)did not, nor (y) does not and will not include any individual Issuer Free Writing Prospectusinformation that conflicted, when considered together conflicts or will conflict with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary information contained in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the earliest time thereafter Company by the Underwriter expressly for use therein (it being understood and agreed that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) only such information furnished by Underwriter consists of the 1933 Act Regulations) of the Securities and at the date information described as such in Section 8 hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:).

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets Registration Statement became effective under the requirements for use of Form S-3 1933 Act on September 12, 2008, and any post-effective amendment thereto also became effective under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no No stop order or notice suspending the effectiveness or use of the Registration Statement Statement, any post-effective amendment thereto, the Preliminary Prospectus or the Prospectus has been issued under the 1933 Act Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time respective times the Registration Statement and any post-effective amendment thereto became effective (including without limitation any effective dates of any amendments thereto and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) and at the Closing Time, the Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B ), if any, issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below)Preliminary Prospectus, all considered together with the final pricing and distribution terms of the Securities as reflected in the Prospectus (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing ProspectusProspectus (as defined below), if any, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on February 26, that automatically 2018 and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). 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 proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The No offer that constituted a written communication relating to the Securities was made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formRegulations). At the time respective times, the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) , and at the Closing Time, the Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below) or any “road show” (as defined in Rule 433 (as defined below)) not constituting an Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet (as defined in Section 3(b)), the General Disclosure Package will not include any untrue statement of a material fact or nor will it omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”), that automatically became and, if filed, any post-effective not more than three years prior to the date hereof and no amendments thereto have also become effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) ), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, ) complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. T and except for filing fees information. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and issued at or prior to the Applicable Time (as defined below), the Statutory Prospectus (as defined below), the Final Term Sheet (as defined in Section 3(b)), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of was declared effective by the 1933 Act RegulationsCommission on May 25, that automatically became effective not more than three years prior to the date hereof and no 2006. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) At each of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time the Registration Statement became effective times specified in paragraph (including without limitation any effective dates of any amendments thereto and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2i)(A) of the 1933 Act Regulations) and at the Closing Timeabove, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and misleading. At the Indenture complied and will comply in all material respects with the requirements date of the 1939 Act. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included the Prospectus (without regard to any amendment or supplement thereto) will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in At the time any amendment or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished supplement to the Company Prospectus is issued and at the Closing Time, the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in writing by any Underwriter through order to make the Representatives expressly for use statements therein, in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists light of the information contained in Schedule E heretocircumstances under which they were made, not misleading. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, ) complied when so filed in all material respects with the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus Prospectus, as delivered to the Underwriters for use in connection with this offering offering, was and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time, as of the Execution Time (and as defined below), of the Closing Time neither (x) the Statutory Prospectus and the Final Term Sheet and any other Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and Prospectuses issued at or prior to the Statutory Prospectus (as defined below)Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on January 8, that automatically 2015, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below)) and the information included on Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on June 25, that automatically 2009, and the post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e) on October 20, 2009. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement has been complied with. The Company has not received from Neither the Commission Company, nor any notice pursuant to person acting on the Company’s behalf (within the meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations), has made any offer that is a written communication relating to use the Securities prior to the filing of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formOriginal Registration Statement. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and misleading; provided, however, that the Indenture complied and will comply in all material respects with the requirements Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the 1939 ActAct of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto). Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the any Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet, the General Disclosure Package, when considered together with the Final Term Sheet (as defined in Section 3(b)), will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on May 23, that automatically became effective not more than three years prior to the date hereof and no 2012. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement has been complied with. The Company has not received from Neither the Commission Company, nor any notice pursuant to person acting on the Company’s behalf (within the meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations), has made any offer that is a written communication relating to use the Securities prior to the filing of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formOriginal Registration Statement. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and misleading; provided, however, that the Indenture complied and will comply in all material respects with the requirements Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the 1939 ActAct of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto). Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the any Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet, the General Disclosure Package, when considered together with the Final Term Sheet (as defined in Section 3(b)), will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on May 8, that automatically 2020, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below)) and the information included in the Final Term Sheet on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing ProspectusProspectus or any live road show (as defined in Rule 433 under the 1933 Act), when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c)) has not received from been filed with the Commission any notice pursuant in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to Rule 401(g)(2) (“Rule 401(g)(2)”qualify such offer for the exemption from Section 5(c) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formprovided by Rule 163. At the time respective times the Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2), at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act Regulations(whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus) and at the Closing TimeDate (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and issued, at the Closing TimeDate (and, if any Option Securities are purchased, at the applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment theretothereto (including, or filed pursuant to Rule 424 under without limitation, the 1933 Act, Statutory Prospectus and the Prospectus)) complied and the Prospectus will comply when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the prospectus (including, without limitation, the Statutory Prospectus and the Prospectus) delivered to the Underwriters for use in connection with this offering (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) 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 copies of the Registration Statement and any amendments thereto and the copies of the Statutory Prospectus, any other preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Underwriters in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” of any of the foregoing documents to the Underwriters includes, without limitation, electronic delivery. As of the Applicable Time (as defined below)Time, neither (x) the any Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and Prospectuses issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below)of the Applicable Time and the information included on Exhibit G hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the time completion of filing the public offering and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, at the earliest time thereafter Statutory Prospectus or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. None of the foregoing applies to the statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2only such information is that described as such in Section 6(b) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 462(e) of the Securities Act (“Rule 405462(e)”) of the 1933 Act Regulationson November 4, that automatically 2010, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission with respect to the Registration Statement for additional information has been complied with. The Any offer that is a written communication relating to the Shares made by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the Securities Act) prior to the filing of the original Registration Statement on November 4, 2010 has not received from been filed with the Commission any notice pursuant to in accordance with the exemption provided by Rule 401(g)(2) 163 of the Securities Act (“Rule 401(g)(2)163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Securities Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formprovided by Rule 163. At the each respective time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters CF&Co pursuant to Rule 430B(f)(2) of the 1933 Securities Act Regulations) and at the Closing Timeas of each Settlement Date, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at issued, as of the Closing date hereof, each Applicable Time, each Settlement Date and as of each Representation Date included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus complied when so filed in all material respects with the Securities Act and each Prospectus furnished to CF&Co for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to IDEA, except to the extent permitted by Regulation S-T. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the issuer notified or notifies CF&Co otherwise, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement Statement, the Prospectus or any amendments or supplements thereto or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives CF&Co expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on April 5, that automatically 2018, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to use qualify such offer for the exemption from Section 5(c) of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, comply as the case may be, to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed issued at or prior to the Applicable Time included on Schedule B B-1 hereto and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer General Use Free Writing Prospectus(es) included on Schedule B-2 hereto or any individual Issuer Limited Use Free Writing Prospectus, in each case when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on July 31, that automatically 2008, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Neither the Company has not received from nor any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations) had made any offer that is a written communication relating to use the Securities prior to the filing of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formOriginal Registration Statement. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued issued, and at the Prospectus, as amended or supplemented as of the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) or the Permitted Free Writing Prospectus(es) (each as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet (as defined in Section 3(b)), the General Disclosure Package, when considered together with the Final Term Sheet will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets At the requirements for use of Form S-3 under respective times that the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulationsand any amendments thereto became effective, that automatically became effective not more than three years prior at each time subsequent to the date hereof and no stop order suspending the effectiveness filing of the Registration Statement has been issued under that the 1933 Act and no proceedings for that purpose have been instituted Company filed an Annual Report on Form 10-K (or are pending or, to the knowledge of the Company, are contemplated by any amendment thereto) with the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) ), and at the Closing TimeDate, the Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements misleading. As of the 1939 Act. Neither respective times filed pursuant to Rule 424(b) and at the Closing Date, neither the Prospectus nor any amendments or supplements theretothereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, at in the time light of the Prospectus or any such amendment or supplement was issued circumstances under which they were made, not misleading. As of the Applicable Time and at as of the Closing Date, neither (x) the Pricing Term Sheet (as defined in Section 3(m) below), any other Issuer General Use Free Writing Prospectuses, if any, issued at or prior to the Applicable Time and the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Pre-Pricing Prospectus and the Prospectus and any amendments or supplements to either of the foregoing filed as part of the Registration Statement, filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations. The representations and warranties in the preceding paragraphs of this subsection shall Section 1(a)(3) do not apply to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the 1939 Act or (ii) statements in or omissions from the Registration Statement Statement, the Pre-Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any the foregoing made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto)therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information contained described as such in Schedule E heretoSection 6(b) hereof. Each preliminary prospectus and At the prospectus filed respective times that the Registration Statement or any amendments thereto were filed, as part of the earliest time after the filing of the Registration Statement that the Company or any other offering participant made a bona fide offer of the Securities within the meaning of Rule 164(h)(2), and at the date hereof, the Company was not and is not an “ineligible issuer” as originally defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. The copies of the Registration Statement and any amendments thereto and the copies of the Pre-Pricing Prospectus, each Issuer Free Writing Prospectus that is required to be filed or as part of any amendment thereto, or filed with the Commission pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters for use in connection with this the offering was of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As T of the Applicable Time (as defined below)Commission. For purposes of this Agreement, neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, references to the “General Disclosure Package”)delivery” or “furnishing” of any of the foregoing documents to the Underwriters, nor (y) and any individual similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, when considered together as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary information contained in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter Pre-Pricing Prospectus or the Prospectus that the Company has not been superseded or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:modified.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on May 12, that automatically became effective not more than three years prior to the date hereof and no 2023. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyIssuer, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement has been complied with. The Company has not received from Neither the Commission Issuer, nor any notice pursuant to person acting on the Issuer’s behalf (within the meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations), has made any offer that is a written communication relating to use the Securities prior to the filing of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formOriginal Registration Statement. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and misleading; provided, however, that the Indenture complied and will comply in all material respects with the requirements Issuer makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the 1939 ActAct of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Issuer by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto). Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the any Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet, the General Disclosure Package, when considered together with the Final Term Sheet (as defined in Section 3(b)), will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on July 14, that automatically 2006, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, comply as the case may be, to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and issued at or prior to the Applicable Time (as defined below), the Statutory Prospectus (as defined below)) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c)) has not received from been filed with the Commission any notice pursuant in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to Rule 401(g)(2) (“Rule 401(g)(2)”qualify such offer for the exemption from Section 5(c) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formprovided by Rule 163. At the time respective times the Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2), at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act Regulations(whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus) and at the Closing TimeDate (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and issued, at the Closing TimeDate (and, if any Option Securities are purchased, at the applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment theretothereto (including, or filed pursuant to Rule 424 under without limitation, the 1933 Act, Statutory Prospectus and the Prospectus)) complied and the Prospectus will comply when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the prospectus (including, without limitation, the Statutory Prospectus and the Prospectus) delivered to the Underwriters for use in connection with this offering (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) 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 copies of the Registration Statement and any amendments thereto and the copies of the Statutory Prospectus, any other preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Underwriters in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” of any of the foregoing documents to the Underwriters includes, without limitation, electronic delivery. As of the Applicable Time (as defined below)Time, neither (x) the any Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and Prospectuses issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below)of the Applicable Time and the information included on Exhibit F hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the time completion of filing the public offering and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, at the earliest time thereafter Statutory Prospectus or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. None of the foregoing applies to the statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b) hereof. The Company makes no representation and warranty with respect to that part of the Registration Statement or another offering participant made a bona fide offer Form 305B2 that constitutes the Statement of Eligibility and Qualification (within the meaning of Rule 164(h)(2Form T-1) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:Trustee under 1939 Act.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on June 6, that automatically 2018, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto, if any, became effective (including without limitation any effective dates of any amendments thereto effective, and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) ), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and issued, included or, at the Closing Time, included or will include an untrue statement of a material fact or omitted or or, at the Closing Time, will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from Each preliminary prospectus (including the Base Prospectus filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto)complied, it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed filed, in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below) or any “road show” (as defined in Rule 433 (as defined below)) not constituting an Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets At the requirements for use of Form S-3 under respective times that the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulationsand any amendments thereto became effective, that automatically became effective not more than three years prior at each time subsequent to the date hereof and no stop order suspending the effectiveness filing of the Registration Statement has been issued under that the 1933 Act and no proceedings for that purpose have been instituted Company filed an Annual Report on Form 10-K (or are pending or, to the knowledge of the Company, are contemplated by any amendment thereto) with the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) ), and at the Closing TimeDate, the Registration Statement and any amendments to any of the foregoing complied and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. As of its date, at the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b), at the Closing Date, and at any time when a prospectus is required (or, but for the Indenture complied and will comply provisions of Rule 172, would be required) by applicable law to be delivered in all material respects connection with sales of Securities (whether to meet the requirements requests of the 1939 Act. Neither purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements theretothereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, at in the light of the circumstances under which they were made, not misleading. As of the Applicable Time and as of each time the Prospectus or any such amendment or supplement was issued and at prior to the Closing Date that an investor agrees (orally or in writing) to purchase any Securities from the Underwriters, neither (x) the Pricing Term Sheet (as defined in Section 3(m) below), any other Issuer General Use Free Writing Prospectuses, if any, issued at or prior to the Applicable Time and the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any amendment thereto, filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations. The representations and warranties in the preceding paragraphs of this subsection shall Section 1(a)(3) do not apply to statements in or omissions from the Registration Statement Statement, any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto)therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information contained described as such in Schedule E heretoSection 6(b) hereof. Each preliminary prospectus and At the prospectus filed respective times that the Registration Statement or any amendment thereto was filed, as part of the earliest time after the filing of the Registration Statement that the Company or any other offering participant made a bona fide offer of the Securities within the meaning of Rule 164(h)(2), and at the date hereof, the Company was not and is not an “ineligible issuer” as originally defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. The copies of the Registration Statement and any amendments thereto and the copies of each preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed or as part of any amendment thereto, or filed with the Commission pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters for use in connection with this the offering was of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As T of the Applicable Time (as defined below)Commission. For purposes of this Agreement, neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, references to the “General Disclosure Package”)delivery” or “furnishing” of any of the foregoing documents to the Underwriters, nor (y) and any individual similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, when considered together as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary information contained in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at any preliminary prospectus or the earliest time thereafter Prospectus that the Company has not been superseded or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:modified.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on January 30, that automatically 2006, and any post effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and and, to the knowledge of the Company, no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, or are contemplated by the Commission, and any request on the part of the Commission for additional information from the Company has been complied withwith in all material respects. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture Prospectus, any preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the requirements Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the 1939 ActReserved Securities. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any forward looking statements included in the Registration Statement or Prospectus are based on reasonable assumptions and provided on a good faith basis. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by (i) any Underwriter through Xxxxxxx Xxxxx or (ii) by any Selling Stockholder (such written information with respect to NASD shall be limited to such written information as indicated in the Representatives letter (the “NASD Letter”) from NASD to the Company and the Underwriters in the form set forth as Exhibit C hereto), in each case, expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Original Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, ) complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time, neither (x) the Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below)) and the information included on Schedule D-1 hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on July 29, that automatically 2014, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Neither the Company has not received from nor any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations) had made any offer that is a written communication relating to use the Shares prior to the filing of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formOriginal Registration Statement. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at issued, nor the Prospectus, as amended or supplemented as of the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) or the Permitted Free Writing Prospectus(es) (each as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At The preceding sentence does not apply to statements in or omissions from the time of filing the Registration Statement, at the earliest time thereafter that General Disclosure Package in reliance upon or in conformity with written information furnished to the Company or another offering participant made a bona fide offer (within by any Underwriter through the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405Representatives expressly for use therein. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on March 2, that automatically 2012 and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). 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 proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The No offer that constituted a written communication relating to the Securities was made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formRegulations). At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) and , at the Closing Time, the Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below) or any “road show” (as defined in Rule 433 (as defined below)) not constituting an Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet (as defined in Section 3(b)), the General Disclosure Package will not include any untrue statement of a material fact or nor will it omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 462(e) of the Rules and Regulations (“Rule 405462(e)”) of the 1933 Act Regulationson August 8, that automatically 2016, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request received by the Company on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c)) has not received from been filed with the Commission any notice pursuant in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to Rule 401(g)(2) (“Rule 401(g)(2)”qualify such offer for the exemption from Section 5(c) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formprovided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Rules and Regulations) and , at the Applicable Time, at the Closing TimeTime and at any Date of Delivery, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Rules and Regulations, the Exchange Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under thereunder (the “Exchange Act Regulations”) and the 1939 Act and the rules and regulations of the Commission thereunder (the “1939 Act Trust Indenture Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments amendment thereof or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, Time and at any Date of Delivery included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each Preliminary Prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, Prospectus complied when so filed in all material respects with the 1933 Act Rules and Regulations and each preliminary prospectus Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together with the other information set forth on Schedule B (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet (as defined in Section 3(b) hereof), the General Disclosure Package, when considered together with the Final Term Sheet, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on March 31, that automatically 2006, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Shares made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of and the 1933 Act Regulations) Regulations and at the Closing Timeeach Representation Date, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and misleading. At the Indenture complied and will comply in all material respects with the requirements date of the 1939 Act. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the relevant Closing Time, included or Time the Prospectus and any amendments and supplements thereto did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E heretotherein. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Original Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act), complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of the Shares will, at the time of such delivery, be identical to the any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing ProspectusProspectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet (as defined in Section 3(b)), if any, the General Disclosure Package, when considered together with the Final Term Sheet, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Underwriting Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on January 8, that automatically 2015, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below)) and the information included in the Final Term Sheet on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on May 8, that automatically 2006, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) Prospectus (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below)) as of the Applicable Time and the information included on Schedule E, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no Regulations (“Rule 462(e)”) on [•]. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time the Original Registration Statement became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended 1939 (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and issued at or prior to the Applicable Time (as defined below), the Statutory Prospectus (as defined below)) and the information included on Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At As of the time of the filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereofFinal Term Sheet, the Company was not and is not an “ineligible issuer,” General Disclosure Package, when considered together with the Final Term Sheet (as defined in Rule 405Section 3(b)), will not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on May 8, that automatically 2006, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) Prospectus (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below)below)as of the Applicable Time and the information included on Schedule E, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement, any Rule 462(b) Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of and any post-effective amendment thereto has become effective under the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no 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 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information from the Company has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and Neither the Company has not otherwise ceased to be eligible to use nor any person acting on its behalf (within the automatic shelf registration form. At the time the Registration Statement became effective (including without limitation any effective dates meaning, for this paragraph only, of any amendments thereto and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2163(c) of the 1933 Act Regulations) had made any offer that is a written communication relating to the Securities prior to the filing of the Original Registration Statement. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time, the Registration Statement, the 462(b) Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued issued, and at the Prospectus, as amended or supplemented as of the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet (as defined in Section 3(b)), the General Disclosure Package, when considered together with the Final Term Sheet will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 Original Registration Statement became effective on April 22, 2005, and any post-effective amendment thereto and any Rule 462(b) Registration Statement has become effective under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no 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 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time respective times the Original Registration Statement, any Rule 462(b) Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below)) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on February 20, that automatically 2007, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to use qualify such offer for the exemption from Section 5(c) of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each such preliminary prospectus was and the Prospectus delivered to the Underwriters for use in connection with this offering was 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. As of the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) Prospectuses (as defined below) listed on Schedule B and issued at or prior to the Applicable Time, as the case may be, the Statutory Prospectus (as defined below)) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At As of the time of the filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) Final Term Sheet, the General Disclosure Package, when considered together with the Final Term Sheet, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the Securities and at the date hereofcircumstances under which they were made, the Company was not and is not an “ineligible issuer,” as defined in Rule 405misleading. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets At the requirements for use of Form S-3 under respective times that the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulationsand any amendments thereto became effective, that automatically became effective not more than three years prior at each time subsequent to the date hereof and no stop order suspending the effectiveness filing of the Registration Statement has been issued under that the 1933 Act and no proceedings for that purpose have been instituted Company filed an Annual Report on Form 10-K (or are pending or, to the knowledge of the Company, are contemplated by any amendment thereto) with the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) ), and at the Closing TimeDate, the Registration Statement and any amendments to any of the foregoing complied and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. As of its date, at the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b), at the Closing Date, and at any time when a prospectus is required (or, but for the Indenture complied and will comply provisions of Rule 172, would be required) by applicable law to be delivered in all material respects connection with sales of Securities (whether to meet the requirements requests of the 1939 Act. Neither purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements theretothereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, at in the light of the circumstances under which they were made, not misleading. As of the Applicable Time and as of each time the Prospectus or any such amendment or supplement was issued and at prior to the Closing Date that an investor agrees (orally or in writing) to purchase any Securities from the Underwriters, neither (x) the Pricing Term Sheet (as defined in Section 3(n) below), any other Issuer General Use Free Writing Prospectuses, if any, issued at or prior to the Applicable Time and the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any amendment thereto, filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations. The representations and warranties in the preceding paragraphs of this subsection shall Section 1(a)(3) do not apply to statements in or omissions from the Registration Statement Statement, any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any the foregoing made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto)therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information contained described as such in Schedule E heretoSection 6(b) hereof. Each preliminary prospectus and At the prospectus filed respective times that the Registration Statement or any amendment thereto was filed, as part of the earliest time after the filing of the Registration Statement that the Company or any other offering participant made a bona fide offer of the Securities within the meaning of Rule 164(h)(2), and at the date hereof, the Company was not and is not an “ineligible issuer” as originally defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. The copies of the Registration Statement and any amendments thereto and the copies of each preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed or as part of any amendment thereto, or filed with the Commission pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters for use in connection with this the offering was of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As T of the Applicable Time (as defined below)Commission. For purposes of this Agreement, neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, references to the “General Disclosure Package”)delivery” or “furnishing” of any of the foregoing documents to the Underwriters, nor (y) and any individual similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, when considered together as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary information contained in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at any preliminary prospectus or the earliest time thereafter Prospectus that the Company has not been superseded or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:modified.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on August 8, that automatically 2007, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXCommission, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below)) and the information included on Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for the use of Form S-3 F-3 under the 1933 Act. The Each of the Original Registration Statement, any Rule 462(b) Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of and any post-effective amendments thereto have become effective under the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no stop order suspending the effectiveness of the Registration Statement (including any Rule 462(b) Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time respective times the Original Registration Statement, any Rule 462(b) Registration Statement and each post-effective amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, any Rule 462(b) Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 3(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information (i) in the last sentence of the paragraph immediately preceding the section entitled "Underwriting—Commissions and Discounts," (ii) in the first paragraph under the heading “Underwriting–Commissions and Discounts,”(iii) in the last sentence of the first paragraph and in the second, third and, with respect to the Underwriters, fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” in the Prospectus and (iv) under the heading “Underwriting–Electronic Offer, Sale and Distribution of Shares” (collectively, the “Underwriter Information”). At the time of filing the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:405 of the 1933 Act Regulations.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on November 18, that automatically 2009, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated have been threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The Neither the Company nor any person acting on its behalf has not received from made any public offer that is a written communication relating to the Commission any notice pursuant Securities prior to Rule 401(g)(2) (“Rule 401(g)(2)”) the filing of the 1933 Act Regulations objecting to use of Original Registration Statement by the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formCompany. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters Underwriter pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement and any amendments and supplements thereto complied or will complyand, as the case may beamended or supplemented, if applicable, will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus, as of its date, will include all Rule 430B Information. The Preliminary Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus the Preliminary Prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed ), if any, issued at or prior to the Applicable Time, the Preliminary Prospectus and the information included on Schedule B and the Statutory Prospectus (as defined below)hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, if any, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement, any Rule 462(b) Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of and any post-effective amendment thereto has become effective under the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no 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 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information from the Company has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and Neither the Company has not otherwise ceased to be eligible to use nor any person acting on its behalf (within the automatic shelf registration form. At the time the Registration Statement became effective (including without limitation any effective dates meaning, for this paragraph only, of any amendments thereto and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2163(c) of the 1933 Act Regulations) had made any offer that is a written communication relating to the Securities prior to the filing of the Original Registration Statement. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time, the Registration Statement, the 462(b) Registration Statement and any amendments and supplements thereto complied or and will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued issued, and at the Prospectus, as amended or supplemented as of the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) or the Permitted Free Writing Prospectus(es) (each as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet (as defined in Section 3(b)), the General Disclosure Package, when considered together with the Final Term Sheet will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”), that automatically became and any post-effective not more than three years prior to the date hereof and no amendments thereto, including Post-Effective Amendment No. 1, have also become effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (effective, including without limitation any effective dates of any amendments thereto and Post-Effective Amendment No. 1, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. T and except for filing fees information. As of the Applicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) Statutory Prospectus (as defined below) listed on Schedule B and ), the Statutory Prospectus Final Term Sheet (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At As of the time of the filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereofFinal Term Sheet, the Company was not and is not an “ineligible issuer,” General Disclosure Package, when considered together with the Final Term Sheet (as defined in Rule 405Section 3(b)), will not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 462(e) of the Securities Act (“Rule 405462(e)”) of the 1933 Act Regulationson June 14, that automatically 2018, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission with respect to the Registration Statement for additional information has been complied with. The Any offer that is a written communication relating to the Shares made by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the Securities Act) prior to the filing of the original Registration Statement on June 14, 2018 has not received from been filed with the Commission any notice pursuant to in accordance with the exemption provided by Rule 401(g)(2) 163 of the Securities Act (“Rule 401(g)(2)163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Securities Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formprovided by Rule 163. At the each respective time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters Agent pursuant to Rule 430B(f)(2) of the 1933 Securities Act Regulations) and at the Closing Timeas of each Settlement Date, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at issued, as of the Closing date hereof, each Applicable Time, each Settlement Date and as of each Representation Date included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Securities Act Regulations and each preliminary prospectus and the Prospectus delivered furnished to the Underwriters Agent for use in connection with this the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Each Issuer Free Writing Prospectus, when considered together as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the issuer notified or notifies the Agent otherwise, did not, does not and will not include any information that conflicted, conflicts or will conflict with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, information contained in the light of Registration Statement or the circumstances under which they were madeProspectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not misleadingbeen superseded or modified. At the time of filing The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, at the earliest time thereafter that Prospectus or any amendments or supplements thereto or any Issuer Free Writing Prospectus made in reliance upon and in conformity with the Company or another offering participant made a bona fide offer Agent Information (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:herein).

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 462(e) of the Securities Act (“Rule 405462(e)”) of the 1933 Act Regulations), that automatically and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission with respect to the Registration Statement for additional information has been complied with. The Any offer that is a written communication relating to the Shares made by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the Securities Act) prior to the filing of the Registration Statement has not received from been filed with the Commission any notice pursuant to in accordance with the exemption provided by Rule 401(g)(2) 163 of the Securities Act (“Rule 401(g)(2)163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Securities Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formprovided by Rule 163. At the each respective time the Registration Statement became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters Agent pursuant to Rule 430B(f)(2) of the 1933 Securities Act Regulations) and at the Closing Timeas of each Settlement Date, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at issued, as of the Closing date hereof, each Applicable Time, each Settlement Date and as of each Representation Date (as defined below) included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Securities Act Regulations and each preliminary prospectus and the Prospectus delivered furnished to the Underwriters Agent for use in connection with this the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the Applicable Time public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Agent otherwise, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any amendments or supplements thereto or any Issuer Free Writing Prospectus made in reliance upon and in conformity with the Agent Information (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on June 5, that automatically 2006, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below)) and the information included on Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet (as defined in Section 3(b)), the General Disclosure Package, when considered together with the Final Term Sheet, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on September 5, that automatically became 2012, any post-effective not more than three years prior amendment thereto, each in the form delivered to you, has become effective under the date hereof and no 1933 Act in such form. No stop order suspending the effectiveness of the Original Registration Statement has been issued under the 1933 Act and no proceedings proceeding for that purpose have or pursuant to Section 8A of the 1933 Act against the Company or relating to the offering of the Securities has been instituted or are pending or, to the knowledge of the Company, are has been contemplated by the Commission, and any request on the part of the Commission or any other federal, state or local or other governmental or regulatory agency, authority or instrumentality or court or arbitrator (“Other Agency”) for the amending or supplementing of the Registration Statement, the General Disclosure Package (as defined below) and the Prospectus or for additional information has been complied with. The Company has not received from Any offer that is a written communication relating to the Commission any notice pursuant Securities made prior to Rule 401(g)(2) (“Rule 401(g)(2)”) the filing of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and Original Registration Statement by the Company has not otherwise ceased to be eligible to use or any person acting on its behalf (within the automatic shelf registration form. At the time the Registration Statement became effective (including without limitation any effective dates meaning, for this paragraph only, of any amendments thereto and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and at otherwise complied with the Closing Timerequirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. As of the applicable effective date of the Original Registration Statement and each post-effective amendment thereto, the Registration Statement and any amendments each such post-effective amendment complied and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an 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 the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at all times thereafter to and including the Closing Time (and, if any Option Securities are purchased, at the relevant Additional Closing Time), included or will include an comply in all material respects with the 1933 Act and the 1933 Act Regulations and do not and will not contain any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of Neither (x) the Issuer General Use Free Writing Prospectus (as defined below) issued at or prior to the Applicable Time (as defined below), neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below)) as of the Applicable Time and the pricing term sheet included on Schedule E, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, as of the Applicable Time included, and at the Closing Time, and the relevant Additional Closing Time, as the case may be, will include not include, any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 in connection with the issuance of its securities, including the Securities. The Registration Statement was declared effective by the Commission under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time respective times the Original Registration Statement and any amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters and the Securities pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) and ), at the Closing TimeTime and at each Date of Delivery (if any), the Registration Statement complied, complies and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Prospectus and each amendment or supplement thereto, if any, at the Indenture complied time the Prospectus or any such amendment or supplement is issued, at the Closing Time and at each Date of Delivery (if any), complied, complies and will comply in all material respects with the requirements of the 1939 Act. Neither 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and issued, at the Closing TimeTime or at any Date of Delivery, included included, includes or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the base prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering of 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. As of the Applicable Time (as defined below)Initial Sale Time, neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), any Issuer Free Writing Prospectus (as defined below) identified on Schedule B hereto and the information to be conveyed by the Underwriters to purchasers of the Securities at the Initial Sale Time as set forth in Schedule C hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will did not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At The representations and warranties in the time of filing preceding four paragraphs shall not apply to statements in or omissions from the Registration StatementStatement or any post-effective amendment thereto, at the earliest time thereafter Prospectus or any amendments or supplements thereto or the Disclosure Package made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by the Representatives expressly for use in the Registration Statement or any post-effective amendment thereto, the Prospectus or any amendments or supplements thereto and the Disclosure Package, it being understood and agreed that the Company or another offering participant made a bona fide offer (within only such information furnished by the meaning of Rule 164(h)(2) Representatives consists of the 1933 Act Regulationsinformation described as such in Section 3(n) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on July 31, that automatically 2008, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Neither the Company has not received from nor any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations) had made any offer that is a written communication relating to use the Securities prior to the filing of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formOriginal Registration Statement. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the each Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued issued, and at the Prospectus, as amended or supplemented as of each Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) or the Permitted Free Writing Prospectus(es) (each as defined below) listed on Schedule B issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet (as defined in Section 3(b)), the General Disclosure Package, when considered together with the Final Term Sheet will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof upon filing under Rule 462(e) on February 19, 2010, and no any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c)) required to be filed that is an offer for purposes of Rule 163 has not received from been filed with the Commission any notice pursuant in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to Rule 401(g)(2) (“Rule 401(g)(2)”qualify such offer for the exemption from Section 5(c) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration formprovided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations Regulations, and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act thereunder (the “1939 Act Trust Indenture Regulations”), ) and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and ), if any, issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below)) and the information included on Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, if any, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof upon filing under Rule 462(e) on [ ], 2008, and no any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to use qualify such offer for the exemption from Section 5(c) of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied, and any amendments and supplements thereto complied or will comply, as the case may be, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture 1939 Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; provided, that the Company makes no representation and warranty with respect to that part of the Indenture complied Registration Statement that constitutes the Statement of Eligibility and will comply in all material respects with Qualification (Form T-1) of the requirements of Trustee under the 1939 Act. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and prospectus, including the prospectus or prospectuses filed as part of the Original Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below)) and the information included in Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At As of the time of the filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereofFinal Term Sheet, the Company was not and is not an “ineligible issuer,” General Disclosure Package, when considered together with the Final Term Sheet (as defined in Rule 405Section 3(b)), will not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on May 8, that automatically 2009, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing Time, the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) Prospectus (as defined below) listed on Schedule B issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below)) as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement is an “automatic shelf registration statement,” as defined in became effective upon filing under Rule 405 (“Rule 405”462(e) of the 1933 Act RegulationsRegulations (“Rule 462(e)”) on June 2, that automatically 2009, and any post-effective amendment thereto also became effective not more than three years prior to the date hereof and no upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company has not received from or any person acting on its behalf (within the Commission any notice pursuant to meaning, for this paragraph only, of Rule 401(g)(2) (“Rule 401(g)(2)”163(c) of the 1933 Act Regulations objecting to use Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the automatic shelf registration statement form 1933 Act Regulations (“Rule 163”) and otherwise complied with the Company has not otherwise ceased requirements of Rule 163, including without limitation the legending requirement, to be eligible to use qualify such offer for the automatic shelf registration formexemption from Section 5(c) of the 1933 Act provided by Rule 163. At the time respective times the Original Registration Statement and each amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) Regulations and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement complied and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Actmisleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing TimeTime (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below)Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) listed on Schedule B and issued at or prior to the Applicable Time (as defined below), the Statutory Prospectus (as defined below)) and the information included on Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. As used in this subsection and elsewhere in this Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Company meets the requirements for use of Form S-3 in connection with the issuance of its securities, including the Securities. The Registration Statement was declared effective by the Commission under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 (“Rule 405”) of the 1933 Act Regulations, that automatically became effective not more than three years prior to the date hereof and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) (“Rule 401(g)(2)”) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. At the time respective times the Original Registration Statement and any amendment thereto became effective (including without limitation any effective dates of any amendments thereto and effective, at each deemed effective date with respect to the Underwriters and the Securities pursuant to Rule 430B(f)(2) of the 1933 Act Regulations) and ), at the Closing TimeTime and at each Date of Delivery (if any), the Registration Statement complied, complies and any amendments and supplements thereto complied or will comply, as the case may be, comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not or and will not, as the case may be, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Prospectus and each amendment or supplement thereto, if any, at the Indenture complied time the Prospectus or any such amendment or supplement is issued, at the Closing Time and at each Date of Delivery (if any), complied, complies and will comply in all material respects with the requirements of the 1939 Act. Neither 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and issued, at the Closing TimeTime or at any Date of Delivery, included included, includes or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in Each preliminary prospectus (including the base prospectus or omissions from prospectuses filed as part of the Original Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering of 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. As of the Applicable Time (as defined below)Initial Sale Time, neither (x) the Issuer Free Writing Prospectus(es) (as defined below) listed on Schedule B and the Statutory Prospectus (as defined below), any Issuer Free Writing Prospectus (as defined below) identified on Schedule B hereto and the information to be conveyed orally by the Underwriters to purchasers of the Securities at the Initial Sale Time as set forth in Schedule C hereto, all considered together (collectively, the “General "Disclosure Package”"), nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, will did not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At For the time avoidance of filing doubt, the Registration Statement, at the earliest time thereafter that representation and warranty made by the Company or another offering participant made a bona fide offer (within and the meaning of Rule 164(h)(2) of Operating Partnership in this paragraph regarding information to be conveyed orally by the 1933 Act Regulations) Underwriters to purchasers of the Securities and at the date hereofInitial Sale Time is limited solely to the information set forth in Schedule C. The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, the Prospectus or any amendments or supplements thereto or the Disclosure Package made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company was not in writing by the Representatives expressly for use in the Registration Statement or any post-effective amendment thereto, the Prospectus or any amendments or supplements thereto and is not an “ineligible issuer,” the Disclosure Package, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as defined such in Rule 405Section 3(o) hereof. As used in this subsection and elsewhere in this Agreement: