Common use of Representations and Warranties of the Company and the Subsidiary Guarantors Clause in Contracts

Representations and Warranties of the Company and the Subsidiary Guarantors. The Company and each of the Subsidiary Guarantors, jointly and severally, represent and warrant to each of the Underwriters as follows: (a) An “automatic shelf registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-238212) in respect of the Securities and the Guarantees, including a form of prospectus (the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto has been received by the Company. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. “Preliminary Prospectus” means the Base Prospectus, as supplemented by any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities and the Guarantees filed with the Commission pursuant to Rule 424(b) under the Act and including the documents incorporated in the Base Prospectus by reference. Copies of such registration statement, including any amendments thereto, the Preliminary Prospectus and the exhibits, financial statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any post-effective amendment thereto filed by the Company and the Subsidiary Guarantors pursuant to Rules 413(b) and 462(f) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A, 430B or 430C under the Act and contained in the Prospectus referred to below. The Registration Statement has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the prospectus in the form first used to confirm sales of Securities and filed with the Commission after the Applicable Time (as defined below) pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 3(a) hereof. Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein as of each effective date of such Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as applicable, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Securities by the Underwriters.

Representations and Warranties of the Company and the Subsidiary Guarantors. The Company and each of the Subsidiary Guarantors, jointly and severally, represent and warrant to each of the Underwriters as follows: (a) An “automatic shelf registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-238212168704) in respect of the Securities and the Guarantees, including a form of prospectus (the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto has been received by the Company. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. “Preliminary Prospectus” means the Base Prospectus, as supplemented by any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities and the Guarantees filed with the Commission pursuant to Rule 424(b) under the Act and including the documents incorporated in the Base Prospectus by reference. Copies of such registration statement, including any amendments thereto, the Preliminary Prospectus and the exhibits, financial statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any post-effective amendment thereto filed by the Company and the Subsidiary Guarantors pursuant to Rules 413(b) and 462(f) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A, 430B or 430C under the Act and contained in the Prospectus referred to below. The Registration Statement has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the prospectus in the form first used to confirm sales of Securities and filed with the Commission after the Applicable Time (as defined below) pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 3(a) hereof. Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein as of each effective date of such Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as applicable, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Securities by the Underwriters.

Representations and Warranties of the Company and the Subsidiary Guarantors. The Company and each of the Subsidiary Guarantors, jointly and severally, represent and warrant to each of the Underwriters as follows: (a) An “automatic shelf registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-238212207723) in respect of the Securities and the Guarantees, including a form of prospectus (the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto has been received by the Company. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. “Preliminary Prospectus” means the Base Prospectus, as supplemented by any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities and the Guarantees filed with the Commission pursuant to Rule 424(b) under the Act and including the documents incorporated in the Base Prospectus by reference. Copies of such registration statement, including any amendments thereto, the Preliminary Prospectus and the exhibits, financial statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any post-effective amendment thereto filed by the Company and the Subsidiary Guarantors pursuant to Rules 413(b) and 462(f) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A, 430B or 430C under the Act and contained in the Prospectus referred to below. The Registration Statement has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the prospectus in the form first used to confirm sales of Securities and filed with the Commission after the Applicable Time (as defined below) pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 3(a) hereof. Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein as of each effective date of such Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as applicable, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Securities by the Underwriters.

Representations and Warranties of the Company and the Subsidiary Guarantors. The Company and each of Subsidiary Guarantor represents and warrants to, and agrees with, the Subsidiary Guarantors, jointly and severally, represent and warrant to each of the several Underwriters as followsthat: (a) An “automatic shelf A registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended statement (the “Act”), on Form S-3 (File No. 333-238212156979) in respect of including all materials incorporated by reference therein and a base prospectus, relating to the Securities and the Guarantees, including a form of prospectus (the “Base Prospectus”)Offered Securities, has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and no notice of objection has become effective. Such registration statement, including all materials incorporated by reference therein and any prospectus or prospectus supplement deemed or retroactively deemed to be part thereof that has not been superseded or modified, is hereinafter referred to as the “Registration Statement”. “Registration Statement” without reference to a time means the Registration Statement as of the Commission date and time of its filing and effectiveness which time shall be considered the “effective date” of the Registration Statement. For purposes of the previous sentence, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the use Registration Statement pursuant to Rule 430B (“Rule 430B”) under the Securities Act of such registration statement or any post-effective amendment thereto has been received by 1933 (the Company. The Company and “Act”) shall be considered to be included in the transactions contemplated by this Agreement meet Registration Statement as of the requirements and comply with the conditions for the use of Form S-3. time specified in Rule 430B. “Preliminary Statutory Prospectus” as of any time means the Base Prospectusprospectus included in the Registration Statement immediately prior to that time, as supplemented including any document incorporated by reference therein and any preliminary base prospectus or prospectus supplement deemed to be a part thereof that has not been superseded or modified. For purposes of the preceding sentence, information contained in a form of prospectus (including any preliminary a prospectus supplement) relating that is deemed retroactively to be a part of the Securities and Registration Statement pursuant to Rule 430B shall be considered to be included in the Guarantees Statutory Prospectus as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) under the Act and including the documents incorporated in the Base Prospectus by reference. Copies of such registration statement, including any amendments thereto, the Preliminary Prospectus and the exhibits, financial statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any post-effective amendment thereto filed by the Company and the Subsidiary Guarantors pursuant to Rules 413(b) and 462(f(“Rule 424(b)”) under the Act, is herein referred to as . “Prospectus” means the Statutory Prospectus that discloses the public offering price and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act. “Registration StatementIssuer Free Writing Prospectus” means any “issuer free writing prospectus,” which shall be deemed as defined in Rule 433, relating to include all information omitted therefrom in reliance upon Rule 430A, 430B or 430C under the Act and contained Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g). “General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus referred that is intended for general distribution to belowprospective investors, as evidenced by its being specified in Schedule B to this Agreement. The Registration Statement has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of “Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus. “Applicable Time” means 1:00 p.m. (Eastern time) on the date of this Agreement. “Prospectus” means the prospectus in the form first used to confirm sales of Securities and filed with the Commission after the Applicable Time (as defined below) pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 3(a) hereof. Any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any documents incorporated by reference therein as document under the Securities Exchange Act of each 1934 (the “Exchange Act”) and the rules and regulations of the Commission (the “Rules and Regulations”) on or after the initial effective date of such the Registration Statement Statement, or the date of such Preliminary Prospectus or the Issuer Free Writing Prospectus, as applicable, and, in the case of any reference herein to the Prospectusmay be, also shall be and deemed to include any documents be incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Securities by the Underwriters.

Representations and Warranties of the Company and the Subsidiary Guarantors. The Company and each of the Subsidiary Guarantors, jointly and severally, represent and warrant to each of the Underwriters as follows: (a) An “automatic shelf registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-238212207723) in respect of the Securities and the Guarantees, including a form of prospectus (the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto has been received by the Company. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. “Preliminary Prospectus” means the Base Prospectus, as supplemented by any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities and the Guarantees filed with the Commission pursuant to Rule 424(b) under the Act and including the documents incorporated in the Base Prospectus by reference. Copies of such registration statement, including any amendments thereto, the Preliminary Prospectus and the exhibits, financial statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any post-effective amendment thereto filed by the Company and the Subsidiary Guarantors pursuant to Rules 413(b) and 462(f) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A, 430B or 430C under the Act and contained in the Prospectus referred to below. The Registration Statement has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the prospectus in the form first used to confirm sales of Securities and filed with the Commission after the Applicable Time (as defined below) pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 3(a) hereof. Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein as of each effective date of such Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as applicable, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Securities by the Underwriters.

Representations and Warranties of the Company and the Subsidiary Guarantors. The Company and the Subsidiary Guarantors acknowledge that each of the Initial Purchasers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 9 hereof, counsel to the Company and the Subsidiary GuarantorsGuarantors and counsel to the Initial Purchasers, jointly will rely upon the accuracy and severallytruth of the following representations and hereby consent to such reliance. In addition to the representations and warranties listed in this Section 5, represent each certificate signed by any officer of the Company or any of the Subsidiary Guarantors and warrant delivered to the Initial Purchasers or counsel for the Initial Purchasers pursuant to this Agreement shall be deemed to be a representation and warranty by the Company or such Subsidiary Guarantor, as the case may be, to the Initial Purchasers as to the matters covered thereby. The Company represents and warrants to each of the Underwriters as followsInitial Purchasers that: (a) An “automatic shelf registration statement” as defined The Preliminary Offering Memorandum and the Offering Memorandum have been prepared for use in Rule 405 under connection with the Securities Act of 1933Exempt Resales. The Preliminary Offering Memorandum and the Offering Memorandum do not, and any supplement or amendment to them will not, as amended (of their respective dates, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the “Act”)statements therein, on Form S-3 (File No. 333-238212) in respect the light of the Securities circumstances under which they were made, not misleading, except that the representations and warranties contained in this paragraph shall not apply to statements in or omissions from the Preliminary Offering Memorandum and the Guarantees, including a form of prospectus Offering Memorandum (the “Base Prospectus”), has been prepared or any supplement or amendment thereto) made in reliance upon and filed by the Company not earlier than three years prior to the date hereof, in conformity with information relating to the requirements of Initial Purchasers furnished to the Act and Company in writing by the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and no notice of objection of the Commission to Initial Purchasers expressly for use therein. No stop order preventing the use of such registration statement the Preliminary Offering Memorandum or the Offering Memorandum, or any post-effective amendment thereto has been received by the Company. The Company and or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement meet are subject to the registration requirements of the Securities Act, has been issued. (b) When the Securities are issued and comply with delivered pursuant to this Agreement, none of the conditions for Securities will be of the use same class (within the meaning of Form S-3. “Preliminary Prospectus” means Rule 144A under the Base ProspectusSecurities Act) as securities of the Company that are listed on a national securities exchange registered under Section 6 of the Exchange Act or that are quoted in a United States automated inter-dealer quotation system. (c) Each of the Company and each Subsidiary Guarantor has been duly incorporated or formed and is validly existing as a corporation or limited liability company, as supplemented by any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities and the Guarantees filed with the Commission pursuant to Rule 424(b) case may be, in good standing under the Act laws of the jurisdiction of its incorporation or formation and including has the documents incorporated power and authority to own, lease and operate its properties and to conduct its business as described in the Base Prospectus Offering Memorandum. Each of the Company and each Subsidiary Guarantor is duly qualified as a foreign corporation or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reference. Copies reason of the ownership or leasing of property or the conduct of business, except for such registration statementjurisdictions where the failure to so qualify or to be in good standing would not, including individually or in the aggregate, result in a material adverse change, or any amendments theretodevelopment that could reasonably be expected to result in a material adverse change, in the Preliminary Prospectus and the exhibitscondition, financial statements and schedules to such registration statementor otherwise, or in each case as finally amended and revisedthe earnings, have heretofore been delivered by business, operations or prospects, whether or not arising from transactions in the Company to you. Such registration statementordinary course of business, together with any post-effective amendment thereto filed by of the Company and the Subsidiary Guarantors Guarantors, considered as one entity (any such change is called a "Material Adverse Change"). (d) All of the outstanding shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights. At December 31, 1997, after giving effect to the issuance and sale of the Units pursuant hereto and the application of the net proceeds from the sale of the Units, the Company had the pro forma consolidated capitalization as set forth in the Offering Memorandum under the caption "Capitalization." (e) The Company is the sole member of each Subsidiary Guarantor, with the exception of VIC-RMTS-DC, LLC, and the Company's interest in each Subsidiary Guarantor is free and clear of any security interest, claim, lien, limitation on voting rights or encumbrance. The Company has no subsidiaries other than the Subsidiary Guarantors. As used in this Agreement, "subsidiary" or "subsidiaries" means, with respect to Rules 413(bany Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of that Person (or a combination thereof) and 462(f(ii) under any partnership (a) the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A, 430B or 430C under the Act and contained in the Prospectus referred to below. The Registration Statement has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the prospectus in the form first used to confirm sales of Securities and filed with the Commission after the Applicable Time (as defined below) pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 3(a) hereof. Any reference herein to the Registration Statement, any Preliminary Prospectus sole general partner or the Prospectus managing general partner of which is such Person or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein as of each effective date a subsidiary of such Registration Statement Person or (b) the date only general partners of which are such Preliminary Prospectus Person or the Prospectus, as applicable, and, in the case of one or more subsidiaries or such Person (or any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Securities by the Underwriterscombination thereof).

Representations and Warranties of the Company and the Subsidiary Guarantors. The Each of the Company and each of the Subsidiary Guarantors, Guarantor jointly and severallyseverally represents and warrants to, represent and warrant to each of agrees with, the several Underwriters as followsthat: (a) An “automatic shelf A registration statement” as defined in Rule 405 statement (No. 333- ) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission ("Commission") and either (i) has been declared effective under the Securities Act of 1933, as amended (the “"Act”"), on Form S-3 and is not proposed to be amended or (File Noii) is proposed to be amended by amendment or post-effective amendment. 333-238212) in respect of the Securities and the Guarantees, including a form of prospectus (the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and no notice of objection of the Commission to the use of If such registration statement or any post-effective amendment thereto ("initial registration statement") has been received by the Company. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. “Preliminary Prospectus” means the Base Prospectusdeclared effective, as supplemented by any preliminary prospectus either (including any preliminary prospectus supplementi) an additional registration statement ("additional 2 registration statement") relating to the Offered Securities and the Guarantees may have been filed with the Commission pursuant to Rule 424(b462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and including the documents incorporated Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (ii) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the Base Prospectus by referencecase of the additional registration statement, Rule 462(b). Copies For purposes of this Agreement, "Effective Time" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (i) if the Company has advised the Underwriters that it does not propose to amend such registration statement, including any amendments theretothe date and time as of which such registration statement, or the Preliminary Prospectus most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the exhibitsCommission or has become effective upon filing pursuant to Rule 462(c), financial statements and schedules or (ii) if the Company has advised the Underwriters that it proposes to file an amendment or post-effective amendment to such registration statement, in each case the date and time as finally amended and revised, have heretofore been delivered by the Company to you. Such of which such registration statement, together with any as amended by such amendment or post-effective amendment thereto filed amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Underwriters that it proposes to file one, "Effective Time" with respect to such additional registration statement means the date and the Subsidiary Guarantors time as of which such registration statement is filed and becomes effective pursuant to Rules 413(bRule 462(b). "Effective Date" with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all information contained in the additional registration statement (if any) and 462(fdeemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, is herein hereinafter referred to as the “"Initial Registration Statement,” which shall be ". The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to include all information omitted therefrom in reliance upon be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A430A(b), 430B or 430C under the Act and contained in the Prospectus is hereinafter referred to belowas the "Additional Registration Statement". The Initial Registration Statement has become effective under and the Act Additional Registration Statement are herein referred to collectively as the "Registration Statements" and no post-effective amendment individually as a "Registration Statement". The form of prospectus relating to the Registration Statement has been filed Offered Securities, as of the date of this Agreement. “Prospectus” means the prospectus in the form first used to confirm sales of Securities and filed with the Commission after the Applicable Time (as defined below) pursuant to and within the time limits described in accordance with Rule 424(b) ("Rule 424(b)") under the Act and or (if no such filing is required) as included in accordance with Section 3(a) hereof. Any reference herein to the a Registration Statement, any Preliminary Prospectus is hereinafter referred to as the "Prospectus". No document has been or the Prospectus will be prepared or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein as of each effective date of such Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as applicable, and, distributed in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under reliance on Rule 424(b) 434 under the Act, and prior to the termination of the offering of the Securities by the Underwriters.

Representations and Warranties of the Company and the Subsidiary Guarantors. The Company and each of the Subsidiary Guarantors, jointly and severally, represent and warrant to each of the Underwriters as follows: (a) An “automatic shelf registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-238212168704) in respect of the Securities and the Guarantees, including a form of prospectus (the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto has been received by the Company. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. “Preliminary Prospectus” means the Base Prospectus, as supplemented by any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities and the Guarantees filed with the Commission pursuant to Rule 424(b) under the Act and including the documents incorporated in the Base Prospectus by reference. Copies of such registration statement, including any amendments thereto, the Preliminary Prospectus and the exhibits, financial statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any post-effective amendment thereto filed by the Company and the Subsidiary Guarantors pursuant to Rules 413(b) and 462(f) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A, 430B or 430C under the Act and contained in the Prospectus referred to below. The Registration Statement has become effective under the Act and no post-effective amendment to the Registration Statement other than the post-effective amendment filed with the Commission on February 20, 2013 has been filed as of the date of this Agreement. “Prospectus” means the prospectus in the form first used to confirm sales of Securities and filed with the Commission after the Applicable Time (as defined below) pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 3(a) hereof. Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein as of each effective date of such Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as applicable, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Securities by the Underwriters.

Representations and Warranties of the Company and the Subsidiary Guarantors. The Company and each of Subsidiary Guarantor represents and warrants to, and agrees with, the Subsidiary Guarantors, jointly and severally, represent and warrant to each of the several Underwriters as followsthat: (a) An “automatic shelf A registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended statement (the “Act”), on Form S-3 (File No. 333-238212156979) in respect of including all materials incorporated by reference therein and a base prospectus, relating to the Securities and the Guarantees, including a form of prospectus (the “Base Prospectus”)Offered Securities, has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and no notice of objection has become effective. Such registration statement, including all materials incorporated by reference therein and any prospectus or prospectus supplement deemed or retroactively deemed to be part thereof that has not been superseded or modified, is hereinafter referred to as the “Registration Statement”. “Registration Statement” without reference to a time means the Registration Statement as of the Commission date and time of its filing and effectiveness which time shall be considered the “effective date” of the Registration Statement. For purposes of the previous sentence, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the use Registration Statement pursuant to Rule 430B (“Rule 430B”) under the Securities Act of such registration statement or any post-effective amendment thereto has been received by 1933 (the Company. The Company and “Act”) shall be considered to be included in the transactions contemplated by this Agreement meet Registration Statement as of the requirements and comply with the conditions for the use of Form S-3. time specified in Rule 430B. “Preliminary Statutory Prospectus” as of any time means the Base Prospectusprospectus included in the Registration Statement immediately prior to that time, as supplemented including any document incorporated by reference therein and any preliminary base prospectus or prospectus supplement deemed to be a part thereof that has not been superseded or modified. For purposes of the preceding sentence, information contained in a form of prospectus (including any preliminary a prospectus supplement) relating that is deemed retroactively to be a part of the Securities and Registration Statement pursuant to Rule 430B shall be considered to be included in the Guarantees Statutory Prospectus as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) under the Act and including the documents incorporated in the Base Prospectus by reference. Copies of such registration statement, including any amendments thereto, the Preliminary Prospectus and the exhibits, financial statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any post-effective amendment thereto filed by the Company and the Subsidiary Guarantors pursuant to Rules 413(b) and 462(f(“Rule 424(b)”) under the Act, is herein referred to as . “Prospectus” means the Statutory Prospectus that discloses the public offering price and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act. “Registration StatementIssuer Free Writing Prospectus” means any “issuer free writing prospectus,” which shall be deemed as defined in Rule 433, relating to include all information omitted therefrom in reliance upon Rule 430A, 430B or 430C under the Act and contained Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g). “General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus referred that is intended for general distribution to belowprospective investors, as evidenced by its being specified in Schedule B to this Agreement. The Registration Statement has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of “Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus. “Applicable Time” means 3:00 p.m. (Eastern time) on the date of this Agreement. “Prospectus” means the prospectus in the form first used to confirm sales of Securities and filed with the Commission after the Applicable Time (as defined below) pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 3(a) hereof. Any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any documents incorporated by reference therein as document under the Securities Exchange Act of each 1934 (the “Exchange Act”) and the rules and regulations of the Commission (the “Rules and Regulations”) on or after the initial effective date of such the Registration Statement Statement, or the date of such Preliminary Prospectus or the Issuer Free Writing Prospectus, as applicable, and, in the case of any reference herein to the Prospectusmay be, also shall be and deemed to include any documents be incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Securities by the Underwriters.

Representations and Warranties of the Company and the Subsidiary Guarantors. The Company and each of the Subsidiary Guarantors, jointly and severally, represent and warrant to each of the Underwriters as follows: (a) An “automatic shelf registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-238212) in respect of the Securities and the Guarantees, including a form of prospectus (the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto has been received by the Company. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. “Preliminary Prospectus” means the Base Prospectus, as supplemented by any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities and the Guarantees filed with the Commission pursuant to Rule 424(b) under the Act and including the documents incorporated in the Base Prospectus by reference. Copies of such registration statement, including any amendments thereto, the Preliminary Prospectus and the exhibits, financial statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any post-effective amendment thereto filed by the Company and the Subsidiary Guarantors pursuant to Rules 413(b) and 462(f) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A, 430B or 430C under the Act and contained in the Prospectus referred to below. The Registration Statement has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the prospectus in the form first used to confirm sales of Securities and filed with the Commission after the Applicable Time (as defined below) pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 3(a) hereof. Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein as of each effective date of such Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as applicable, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Securities by the Underwriters.as

Representations and Warranties of the Company and the Subsidiary Guarantors. The Company and each of the Subsidiary Guarantors, jointly and severally, represent and warrant to each of the Underwriters as follows: (a) An “automatic shelf registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-238212158992) in respect of the Securities and the Guarantees, including a form of prospectus (the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto has been received by the Company. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. “Preliminary Prospectus” means the Base Prospectus, as supplemented by any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities and the Guarantees filed with the Commission pursuant to Rule 424(b) under the Act and including the documents incorporated in the Base Prospectus by reference. Copies of such registration statement, including any amendments thereto, the Preliminary Prospectus Prospectus, and the exhibits, financial statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any post-effective amendment thereto filed by the Company and the Subsidiary Guarantors pursuant to Rules 413(b) and 462(f) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A, 430B or 430C under the Act and contained in the Prospectus referred to below. The Registration Statement has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the prospectus in the form first used to confirm sales of Securities and filed with the Commission after the Applicable Time (as defined below) pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 3(a) hereof. Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein as of each effective date of such Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as applicable, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Securities by the Underwriters.