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

Registration Statement; Prospectus and Disclosure Package. The Original Registration Statement is an “automatic effective registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof. Each further registration statement, other than the Original Registration Statement, filed by the Company for the purpose of registering additional Shares to be sold pursuant to this Agreement either (1) is an “automatic effective registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission or (2) has otherwise become effective under the Securities Act. On and after the date on which the Shares may no longer be offered and sold pursuant to the Original Registration Statement (or any such further registration statement filed by the Company for the purpose of registering additional Shares to be sold pursuant to this Agreement), each registration statement filed by the Company for the purpose of continuing the offering of the Shares following any such date either (1) is an “automatic effective registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission or (2) has otherwise become effective under the Securities Act. No notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. Upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date, however, the Company will be required to file a further registration statement for the purpose of continuing the offering of the Shares. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no 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 Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus Supplement, the Prospectus does not contain, and as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; as of each 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 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 contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Agent, the Forward Seller and the Forward Purchaser furnished to the Company in writing by the Agent, the Forward Seller and the Forward Purchaser expressly for use in the Registration Statement, the Prospectus and the General Disclosure Package and any amendment or supplement thereto.

Registration Statement; Prospectus and Disclosure Package. The Original Registration Statement is an “automatic effective registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof. Each further registration statement, other than the Original Registration Statement, filed by the Company for the purpose of registering additional Common Shares to be sold pursuant to this Agreement either (1) is an “automatic effective registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission or (2) has otherwise become effective under the Securities Act. On and after the date on which the Common Shares may no longer be offered and sold pursuant to the Original Registration Statement (or any such further registration statement filed by the Company for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), each registration statement filed by the Company for the purpose of continuing the offering of the Common Shares following any such date either (1) is an “automatic effective registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission or (2) has otherwise become effective under the Securities Act. No notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. Upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date, however, the Company will be required to file a further registration statement for the purpose of continuing the offering of the Common Shares. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no 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 Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus Supplement, the Prospectus does not contain, and as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; as of each 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 contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Agent, the Forward Seller and the Forward Purchaser furnished to the Company in writing by the Agent, the Forward Seller and the Forward Purchaser expressly for use in the Registration Statement, the Prospectus and the General Disclosure Package and any amendment or supplement thereto.

Registration Statement; Prospectus and Disclosure Package. The Original Registration Statement is an “automatic effective registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof. Each further registration statement, other than the Original Registration Statement, filed by the Company for the purpose of registering additional Common Shares to be sold pursuant to this Agreement either (1) is an “automatic effective registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission or (2) has otherwise become effective under the Securities Act. On and after the date on which the Common Shares may no longer be offered and sold pursuant to the Original Registration Statement (or any such further registration statement filed by the Company for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), each registration statement filed by the Company for the purpose of continuing the offering of the Common Shares following any such date either (1) is an “automatic effective registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission or (2) has otherwise become effective under the Securities Act. No notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. Upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date, however, the Company will be required to file a further registration statement for the purpose of continuing the offering of the Common Shares. Such further registration statement may not be considered an “automatic effective registration statement” as defined under Rule 405 of the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no 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 Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus Supplement, the Prospectus does not contain, and as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; as of each 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 contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Agent, the Forward Seller and the Forward Purchaser furnished to the Company in writing by the Agent, the Forward Seller and the Forward Purchaser expressly for use in the Registration Statement, the Prospectus and the General Disclosure Package and any amendment or supplement thereto.

Registration Statement; Prospectus and Disclosure Package. The Original Company has prepared and filed with the Commission the Registration Statement. The Company has not received from the Commission any notice objecting to the Company’s use of Form S-4/Form S-1 for the Registration Statement. The Registration Statement is an “automatic effective registration statement” as defined under Rule 405 has been prepared by the Company in conformity with the requirements of the Securities Act that has been filed with and the Commission not earlier than three years prior to applicable Rules and Regulations. At the effective date hereof. Each further registration statement, other than of the Original Registration Statement, filed by the Company for the purpose of registering additional Shares to be sold pursuant to this Agreement either (1) is an “automatic effective registration statement” as defined under Rule 405 sale of the New Notes in the Exchange Offer will have been duly registered under the Securities Act that Act. If, as of the effective date of this Agreement, the Registration Statement has been filed with the Commission or (2) has otherwise become effective under the Securities Act. On and after Act (i) no stop order suspending the date on which effectiveness of the Shares may no longer be offered and sold pursuant to the Original Registration Statement (or any such further registration statement filed post-effective amendment thereto has been issued by the Company for the purpose of registering additional Shares to be sold pursuant to this Agreement), each registration statement filed by the Company for the purpose of continuing the offering of the Shares following any such date either (1) is an “automatic effective registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission or (2) has otherwise become effective under the Securities Act. No , (ii) no notice of or objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. Upon expiration , (iii) no order preventing or suspending the use of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date, howeverany Preliminary Prospectus, the Company will be required to file a further registration statement for Prospectus or the purpose of continuing the offering of the Shares. No order suspending the effectiveness of the Registration Statement Exchange Offer Materials has been issued by and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company, contemplated. The Company has complied with each request (if any) from the Commission and no proceeding for that purpose or pursuant to Section 8A of additional information. At 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 respective times the Registration Statement and any amendment theretopost-effective amendments thereto became effective and at the Commencement Date, the Expiration Date and the Exchange Date, the Registration Statement complied and any amendments thereto complied, complies and will comply comply, as the case may be, in all material respects with the requirements of the Securities Act, and did not and neither the Registration Statement nor any amendment thereto contained, contains or will not contain any contain, as the case may be, an untrue statement of a material fact or omit omitted, omits or will omit, as the case may be, to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and . Neither (a) the General Disclosure Package, at the Applicable Time (or the Commencement Date, if there is no Applicable Time), (b) the Prospectus or any amendment or supplement thereto, as of its issue date or at the date Commencement Date, the Expiration Date and the Exchange Date, nor (c) the Exchange Offer Materials, at the Commencement Date, the Expiration Date and the Exchange Date, included, includes or will include, as the case may be, an untrue statement of a material fact or omitted, omits or will omit, as the case may be, to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Preliminary Prospectus Supplementand the Prospectus complied, at the time each was filed with the Commission, in all material respects with the Securities Act and the Rules and Regulations, and each Preliminary Prospectus and the Prospectus delivered to the Dealer Managers for use in connection with the Exchange Offer was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (or if there is no Applicable Time, the Commencement Date), each Issuer-Represented Free Writing Prospectus does and the Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”), did not contain, and as amended or supplemented, if applicable, will not contain any include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; as of each Applicable Time . The representations and warranties in this clause shall not apply to statements in or omissions from the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at Registration Statement or prior to such Applicable Time, the Prospectus and the public offering price of the 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 or the General Disclosure Package, will contain Package or any untrue statement of a material fact amendment or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions supplement thereto made in reliance upon and in conformity with any information relating to the Agent, the Forward Seller and the Forward Purchaser Dealer Managers furnished to the Company in writing by the Agent, the Forward Seller and the Forward Purchaser it expressly for use in the Registration Statement, the Prospectus and the General Disclosure Package and (or any amendment or supplement thereto.), any Issuer Free Writing Prospectus, the General Disclosure Package or the Exchange Offer Materials. For purposes of this Agreement, the only information so furnished consists of (i) the information included in the Prospectus in the second, third and fourth paragraphs in the section entitled “The Exchange Offer – Dealer Manager,” (ii) the placement agent fee information included in the Prospectus in the section entitled “Plan of Distribution – Fees and Expenses,” (iii) the information included in the Prospectus in the section entitled “Plan of Distribution – Regulation M Compliance” and (iv) the information included in the Prospectus in the section entitled “Underwriting – Our Relationships with the Placement Agent” (collectively, the “Dealer Manager Information”). As used in this clause and elsewhere in this Agreement:

Registration Statement; Prospectus and Disclosure Package. The Original Company has prepared and filed with the Commission the Registration Statement. The Company has not received from the Commission any notice objecting to the Company’s use of Form S-4/Form S-1 for the Registration Statement. The Registration Statement is an “automatic effective registration statement” as defined under Rule 405 has been prepared by the Company in conformity with the requirements of the Securities Act that has been filed with and the Commission not earlier than three years prior to applicable Rules and Regulations. At the effective date hereof. Each further registration statement, other than of the Original Registration Statement, filed by the Company for the purpose of registering additional Shares to be sold pursuant to this Agreement either (1) is an “automatic effective registration statement” as defined under Rule 405 sale of the New Notes in the New Money Offering will have been duly registered under the Securities Act that Act. If, as of the effective date of this Agreement, the Registration Statement has been filed with the Commission or (2) has otherwise become effective under the Securities Act. On and after Act (i) no stop order suspending the date on which effectiveness of the Shares may no longer be offered and sold pursuant to the Original Registration Statement (or any such further registration statement filed post-effective amendment thereto has been issued by the Company for the purpose of registering additional Shares to be sold pursuant to this Agreement), each registration statement filed by the Company for the purpose of continuing the offering of the Shares following any such date either (1) is an “automatic effective registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission or (2) has otherwise become effective under the Securities Act. No , (ii) no notice of or objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. Upon expiration , (iii) no order preventing or suspending the use of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date, howeverany Preliminary Prospectus, the Company will be required to file a further registration statement for Prospectus or the purpose of continuing the offering of the Shares. No order suspending the effectiveness of the Registration Statement Offering Materials has been issued by and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company, contemplated. The Company has complied with each request (if any) from the Commission and no proceeding for that purpose or pursuant to Section 8A of additional information. At 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 respective times the Registration Statement and any amendment theretopost-effective amendments thereto became effective and at the Closing Date, the Registration Statement complied and any amendments thereto complied, complies and will comply comply, as the case may be, in all material respects with the requirements of the Securities Act, and did not and neither the Registration Statement nor any amendment thereto contained, contains or will not contain any contain, as the case may be, an untrue statement of a material fact or omit omitted, omits or will omit, as the case may be, to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of . Neither (a) the General Disclosure Package, at the Applicable Time (or the effective date of the Registration Statement, if there is no Applicable Time) nor (b) the Prospectus Supplementor any amendment or supplement thereto, as of its issue date or at the Closing Date, included, includes or will include, as the case may be, an untrue statement of a material fact or omitted, omits or will omit, as the case may be, to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Preliminary Prospectus and the Prospectus complied, at the time each was filed with the Commission, in all material respects with the Securities Act and the Rules and Regulations, and each Preliminary Prospectus and the Prospectus delivered to the Placement Agents for use in connection with the New Money Offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (or if there is no Applicable Time, the effective date of the Registration Statement), each Issuer-Represented Free Writing Prospectus does and the Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”), did not contain, and as amended or supplemented, if applicable, will not contain any include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; as of each Applicable Time . The representations and warranties in this clause shall not apply to statements in or omissions from the Closing Date, as the case may be, neither (i) the Issuer Free Writing Prospectus(es), if any, issued at Registration Statement or prior to such Applicable Time, the Prospectus and the public offering price of the 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 or the General Disclosure Package, will contain Package or any untrue statement of a material fact amendment or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions supplement thereto made in reliance upon and in conformity with any information relating to the Agent, the Forward Seller and the Forward Purchaser Placement Agents furnished to the Company in writing by the Agent, the Forward Seller and the Forward Purchaser them expressly for use in the Registration Statement, the Prospectus and the General Disclosure Package and (or any amendment or supplement thereto.), any Issuer Free Writing Prospectus, the General Disclosure Package or the Offering Materials. For purposes of this Agreement, the only information so furnished consists of (i) the information included in the Prospectus in the second, third and fourth paragraphs in the section entitled “The Exchange Offer – Dealer Manager,” (ii) the placement agent fee information included in the Prospectus in the section entitled “Plan of Distribution – Fees and Expenses,” (iii) the information included in the Prospectus in the section entitled “Plan of Distribution – Regulation M Compliance” and (iv) the information included in the Prospectus in the section entitled “Underwriting – Our Relationships with the Placement Agents” (collectively, the “Placement Agent Information”). As used in this clause and elsewhere in this Agreement: