Common use of Registration Statement; Prospectus and Disclosure Package Clause in Contracts

Registration Statement; Prospectus and Disclosure Package. At the time the Registration Statement was filed and became automatically effective, the Registration Statement complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Indenture complies in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statement, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and as of each Representation Date, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Basic Prospectus, as of the date hereof does not, and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any of the Agents expressly for use in connection with the preparation of the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b).

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed and became automatically effectivehas been issued and, to the knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement complied Statement, as of the Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any of the Agents Xxxxxxx Xxxxx expressly for use in connection the Prospectus. As used herein, with the preparation of respect to the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereofterm “Effective Date” means, as of any a specified time, the later of (i) the date that the Registration Statement or the most recent post-effective amendment thereto was or is declared effective by the Commission under the Securities Act and (ii) the date that the Company’s Annual Report on which an Agent solicits offers to purchase Notes or on which Form 10-K for its most recently completed fiscal year is filed with the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to Commission under the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b)Exchange Act.

Registration Statement; Prospectus and Disclosure Package. At the time the Registration Statement was filed and became automatically effective, the Registration Statement complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Indenture complies in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statement, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and as of each Representation Date, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Basic Prospectus, as of the date hereof does not, and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which constitutes the Statement Statements of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company or the Guarantor in writing by or on behalf of any of the Agents expressly for use in connection with the preparation of the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Pricing Supplement or a Pricing any Additional Supplement to be filed pursuant to Rule 424(b).

Registration Statement; Prospectus and Disclosure Package. At The Registration Statement is an “automatic effective registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of the Registration Statement was filed or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and became automatically effectiveno proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission. As of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Indenture complies in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statement, at the time it became effective, did notSecurities Act, and at each time thereafter at which did not and will not contain any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and as of each Representation Date, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus; and as of the date of the Prospectus Supplement, at the time of filing thereofProspectus does not contain, and as amended or supplemented, if applicable, will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus, as of the date hereof does not, and each Prospectus relating to a tranche of Notes ; as of each Representation Date applicable Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such tranche Applicable Time, the Prospectus and the public offering price of Notes the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. At ; provided that the relevant Applicable Time relating Company makes no representation and warranty with respect to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information relating to Xxxxxx Xxxxxxx furnished to the Company in writing by or on behalf of any of the Agents Xxxxxx Xxxxxxx expressly for use in connection with the preparation of the Registration Statement, the Prospectus and the General Disclosure Package and any amendment or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b)supplement thereto.

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed and became automatically effectivehas been issued and, to the knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement complied Statement, as of the Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any of the Agents BNYMCM expressly for use in connection the Prospectus. As used herein, with the preparation of respect to the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereofterm “Effective Date” means, as of any a specified time, the later of (i) the date that the Registration Statement or the most recent post-effective amendment thereto was or is declared effective by the Commission under the Securities Act and (ii) the date that the Company’s Annual Report on which an Agent solicits offers to purchase Notes or on which Form 10-K for its most recently completed fiscal year is filed with the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to Commission under the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b)Exchange Act.

Registration Statement; Prospectus and Disclosure Package. At the time the Registration Statement was filed and became automatically effective, the Registration Statement complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Indenture complies in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statement, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and as of each Representation Date, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Basic Prospectus, as of the date hereof does not, and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any of the Agents expressly for use in connection with the preparation of the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Pricing Supplement or a Pricing any Additional Supplement to be filed pursuant to Rule 424(b).

Registration Statement; Prospectus and Disclosure Package. The Registration Statement has been declared effective by the SEC. At the time the Registration Statement was filed and at the time the Registration Statement became automatically effective, the Registration Statement complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Indenture complies in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statement, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and as of each Representation Date, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Basic Prospectus, as of the date hereof does not, and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which constitutes the Statement Statements of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any of the Agents expressly for use in connection with the preparation of the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Pricing Supplement or a Pricing any Additional Supplement to be filed pursuant to Rule 424(b).

Registration Statement; Prospectus and Disclosure Package. The Registration Statement has been declared effective by the SEC. At the time the Registration Statement was filed and at the time the Registration Statement became automatically effective, the Registration Statement complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Indenture complies in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statement, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and as of each Representation Date, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Basic Prospectus, as of the date hereof does not, and each Prospectus relating to a tranche of Notes Securities as of each Representation Date applicable to such tranche of Notes Securities will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of NotesSecurities, the Disclosure Package for such tranche of Notes Securities will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which constitutes the Statement Statements of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company or the Guarantor in writing by or on behalf of any of the Agents expressly for use in connection with the preparation of the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes Securities or on which the Company accepts an offer to purchase Notes Securities shall be deemed not to cover information concerning an offering of a tranche of Notes Securities to the extent such information will be set forth in a Product Pricing Supplement or a Pricing any Additional Supplement to be filed pursuant to Rule 424(b).

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed has been issued and became automatically effectiveno proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement, as of the Registration Statement complied Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any of the Agents BNYMCM expressly for use in connection the Prospectus. As used herein, with the preparation of respect to the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereofterm “Effective Date” means, as of any a specified time, the later of (i) the date that the Registration Statement or the most recent post-effective amendment thereto was or is declared effective by the Commission under the Securities Act and (ii) the date that the Company’s Annual Report on which an Agent solicits offers to purchase Notes or on which Form 10-K for its most recently completed fiscal year is filed with the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to Commission under the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b)Exchange Act.

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed and became automatically effectivehas been issued and, to the knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement complied Statement, as of the Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any of the Agents BofAML expressly for use in connection the Prospectus. As used herein, with the preparation of the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes respect to the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b).Registration

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed and became automatically effectivehas been issued and, to the knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement complied Statement, as of the Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any of the Agents Baird expressly for use in connection the Prospectus. As used herein, with the preparation of respect to the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b).,

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed and became automatically effectivehas been issued and, to the knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement complied Statement, as of the Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any of the Agents Jefferies expressly for use in connection the Prospectus. As used herein, with the preparation of respect to the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereofterm “Effective Date” means, as of any a specified time, the later of (i) the date that the Registration Statement or the most recent post-effective amendment thereto was or is declared effective by the Commission under the Securities Act and (ii) the date that the Company’s Annual Report on which an Agent solicits offers to purchase Notes or on which Form 10-K for its most recently completed fiscal year is filed with the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to Commission under the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b)Exchange Act.

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed and became automatically effectivehas been issued and, to the knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement complied Statement, as of the Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any of the Agents BTIG expressly for use in connection the Prospectus. As used herein, with the preparation of respect to the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b).,

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed and became automatically effectivehas been issued and, to the knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement complied Statement, as of the Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Issuance Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by a Sales Agent, a Forward Seller or on behalf of any of the Agents a Forward Purchaser expressly for use in connection the Prospectus. As used herein, with the preparation of respect to the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereofterm “Effective Date” means, as of any a specified time, the later of (i) the date that the Registration Statement or the most recent post-effective amendment thereto became or becomes effective under the Securities Act and (ii) the date that the Company’s Annual Report on which an Agent solicits offers to purchase Notes or on which Form 10-K for its most recently completed fiscal year is filed with the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to Commission under the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b)Exchange Act.

Registration Statement; Prospectus and Disclosure Package. At The Registration Statement is an “automatic effective registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of the Registration Statement was filed or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and became automatically effectiveno proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission. As of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Indenture complies in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statement, at the time it became effective, did notSecurities Act, and at each time thereafter at which did not and will not contain any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and as of each Representation Date, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus; and as of the date of the Prospectus Supplement, at the time of filing thereofProspectus does not contain, and as amended or supplemented, if applicable, will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus, as of the date hereof does not, and each Prospectus relating to a tranche of Notes ; as of each Representation Date applicable Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such tranche Applicable Time, the Prospectus and the public offering price of Notes the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. At ; provided that the relevant Applicable Time relating Company makes no representation and warranty with respect to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information relating to BNYMCM furnished to the Company in writing by or on behalf of any of the Agents BNYMCM expressly for use in connection with the preparation of the Registration Statement, the Prospectus and the General Disclosure Package and any amendment or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b)supplement thereto.

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed and became automatically effectivehas been issued and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The Registration Statement complied Statement, as of the Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Issuance Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by a Sales Agent, a Forward Seller or on behalf of any of the Agents a Forward Purchaser expressly for use in connection the Prospectus. For purposes of this Agreement, the only information so furnished shall be the information specified in Section 6.02. As used herein, with the preparation of respect to the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereofterm “Effective Date” means, as of any a specified time, the later of (i) the date that the Registration Statement or the most recent post‑effective amendment thereto became or becomes effective under the Securities Act and (ii) the date that the Company’s Annual Report on which an Agent solicits offers to purchase Notes or on which Form 10‑K for its most recently completed fiscal year is filed with the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to Commission under the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b)Exchange Act.

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed and became automatically effectivehas been issued and, to the knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement complied Statement, as of the Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any of the Agents Covered Agent expressly for use in connection with the preparation of the Registration Statement, the Prospectus or the Disclosure Package, as the case may beProspectus. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b).As used

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed has been issued and became automatically effectiveno proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement, as of the Registration Statement complied Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Common Shares offered thereby, all considered together (collectively, the "General Disclosure Package"), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any of the Agents BNYMCM expressly for use in connection the Prospectus. As used herein, with the preparation of respect to the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereofterm “Effective Date” means, as of any a specified time, the later of (i) the date that the Registration Statement or the most recent post-effective amendment thereto was or is declared effective by the Commission under the Securities Act and (ii) the date that the Company’s Annual Report on which an Agent solicits offers to purchase Notes or on which Form 10-K for its most recently completed fiscal year is filed with the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to Commission under the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b)Exchange Act.

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed has been issued and became automatically effectiveno proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement, as of the Registration Statement complied Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any of the Agents Xxxxxxx Xxxxx expressly for use in connection with the preparation of the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b).the

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed and became automatically effectivehas been issued and, to the knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement complied Statement, as of the Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act Securities Act, and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies in all material respects with the requirements thereunder and, as of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statement, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and as of each Representation Effective Date, does not and will not, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary , and the Prospectus, at as of its original issue date, as of the time date of any filing thereofof an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder and, as of such respective dates, does not and will not include contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus, as of the date hereof does not, and each Prospectus relating to a tranche of Notes ; as of each Representation Date applicable Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such tranche Applicable Time, the Prospectus and the public offering price of Notes the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, include an contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any of the Agents expressly for use in connection with the preparation of the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b).fact

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed and became automatically effectivehas been issued and, to the knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement complied Statement, as of the Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any of the Agents WFS expressly for use in connection the Prospectus. As used herein, with the preparation of respect to the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b).,

Registration Statement; Prospectus and Disclosure Package. At The Registration Statement is an “automatic effective registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of the Registration Statement was filed or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and became automatically effectiveno proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission. As of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Indenture complies in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statement, at the time it became effective, did notSecurities Act, and at each time thereafter at which did not and will not contain any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and as of each Representation Date, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus; and as of the date of the Prospectus Supplement, at the time of filing thereofProspectus does not contain, and as amended or supplemented, if applicable, will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus, as of the date hereof does not, and each Prospectus relating to a tranche of Notes ; as of each Representation Date applicable Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such tranche Applicable Time, the Prospectus and the public offering price of Notes the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. At ; provided that the relevant Applicable Time relating Company makes no representation and warranty with respect to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information relating to Xxxxxxx Xxxxx furnished to the Company in writing by or on behalf of any of the Agents Xxxxxxx Xxxxx expressly for use in connection with the preparation of the Registration Statement, the Prospectus and the General Disclosure Package and any amendment or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b)supplement thereto.

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed has been issued and became automatically effectiveno proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement, as of the Registration Statement complied Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Common Shares offered thereby, all considered together (collectively, the "General Disclosure Package"), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any of the Agents Xxxxxxx Xxxxx expressly for use in connection the Prospectus. As used herein, with the preparation of respect to the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereofterm “Effective Date” means, as of any a specified time, the later of (i) the date that the Registration Statement or the most recent post-effective amendment thereto was or is declared effective by the Commission under the Securities Act and (ii) the date that the Company’s Annual Report on which an Agent solicits offers to purchase Notes or on which Form 10-K for its most recently completed fiscal year is filed with the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to Commission under the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b)Exchange Act.

Registration Statement; Prospectus and Disclosure Package. At No stop order suspending the time effectiveness of the Registration Statement was filed and became automatically effectivehas been issued and, to the knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement complied Statement, as of the Effective Date, conformed or will conform in all material respects with to the requirements of the 1933 Act Securities Act, and the 1933 Act Regulations rules and regulations of the Commission promulgated thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the 1939 Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder. The Indenture complies thereunder and, as of such respective dates, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects with the requirements light of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statementcircumstances under which they were made, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective (including through the filing of any document incorporated by reference in the Registration Statement) and not misleading; as of each Representation Applicable Time and the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at or prior to such Applicable Time, the Prospectus and the public offering price of the Common Shares offered thereby, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus(es), if any, when considered together with the General Disclosure Package, will not, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any Preliminary Prospectus, at the time of filing thereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Basic Prospectus; provided, as of the date hereof does nothowever, that this representation and each Prospectus relating to a tranche of Notes as of each Representation Date applicable to such tranche of Notes will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the relevant Applicable Time relating to any tranche of Notes, the Disclosure Package for such tranche of Notes will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection warranty shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee and (B) any statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of any of the Agents BNYMCM expressly for use in connection with the preparation of the Registration Statement, the Prospectus or the Disclosure Package, as the case may be. In addition, the representations and warranties set forth above, when made as of the date hereof, as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes shall be deemed not to cover information concerning an offering of a tranche of Notes to the extent such information will be set forth in a Product Supplement or a Pricing Supplement to be filed pursuant to Rule 424(b).the