Common use of Representations, Warranties and Agreements of the Underwriters Clause in Contracts

Representations, Warranties and Agreements of the Underwriters. Each Underwriter represents and warrants to, and agrees with, the Company that: (a) It proposes to offer the Securities for sale to the public as set forth in the Final Prospectus, and all offers and sales of the Securities made by it shall be so made in compliance with all applicable laws and regulations. (b) If any of the Securities to be acquired by it constitute "residual interests" in a "real estate mortgage investment conduit" (a "REMIC") as those terms are defined, respectively, in Sections 860G and 860D of the Internal Revenue Code of 1986 (the "Code"; and such Securities, "Residual Securities"), it will deliver on or before the Closing Date, in connection with such acquisition, a transfer affidavit and agreement, substantially in the form required pursuant to Section ______ of the Pooling Agreement, upon which the Company and the Trustee may rely. In addition, it shall pay directly or reimburse the Company upon demand for: (i) any and all taxes (including, without limitation, penalties and interest) owed or asserted to be owed by the Company as a result of a claim by the Internal Revenue Service that the transfer of any Residual Securities to such Underwriter hereunder or any transfer thereof by such Underwriter may be disregarded for federal tax purposes and (ii) any and all losses, claims, damages and liabilities, including, without limitation, attorney's fees and expenses, arising out of any failure of such Underwriter to make payment or reimbursement in connection with any such assertion as required in clause (i) above. Furthermore, it acknowledges that on the Closing Date, immediately after the transactions described herein, it will be the owner of the Residual Securities, if any, acquired by it for federal tax purposes, and it shall not assert in any proceeding that the transfer of such Residual Securities from the Company to such Underwriter should be disregarded for any purpose.

Representations, Warranties and Agreements of the Underwriters. (a) Each Underwriter Underwriter, on behalf of itself and each of its affiliates, severally and not jointly, represents and warrants to, and agrees with, the Company that: (a) It proposes to offer the Securities for sale to the public as set forth in the Final Prospectusthat it and each such affiliate have not offered, sold, purchased or delivered, and all offers and sales will not offer, sell, purchase or deliver, directly or indirectly, any of the Securities made by it shall be so made or distribute any offering material in relation thereto in any jurisdiction outside the United States except under circumstances that will, to the best of its or such affiliate’s knowledge, result in compliance with all the applicable laws and regulationsregulations thereof. In the event that the offer or sale of the Securities by an Underwriter in a jurisdiction outside the United States requires any action on the part of the Company in or with respect to such jurisdiction, such Underwriter agrees with the Company that it will use its commercially reasonable efforts to assist the Company in complying with such requirements. (b) If any of the Securities to be acquired by it constitute "residual interests" in a "real estate mortgage investment conduit" (a "REMIC") as those terms are definedEach Underwriter, respectivelyseverally and not jointly, in Sections 860G represents and 860D of the Internal Revenue Code of 1986 (the "Code"; warrants to, and such Securitiesagrees with, "Residual Securities"), it will deliver on or before the Closing Date, in connection with such acquisition, a transfer affidavit and agreement, substantially in the form required pursuant to Section ______ of the Pooling Agreement, upon which the Company and the Trustee may rely. In additionRepresentatives that it has not made, and unless it shall pay directly or reimburse obtains the prior written consent of the Company upon demand for: (i) any and all taxes (including, without limitation, penalties and interest) owed or asserted to be owed by the Company as a result of a claim by the Internal Revenue Service that the transfer of any Residual Securities to such Underwriter hereunder or any transfer thereof by such Underwriter may be disregarded for federal tax purposes and (ii) any and all losses, claims, damages and liabilities, including, without limitation, attorney's fees and expenses, arising out of any failure of such Underwriter to make payment or reimbursement in connection with any such assertion as required in clause (i) above. Furthermore, it acknowledges that on the Closing Date, immediately after the transactions described hereinRepresentatives, it will not make, any offer relating to the Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed with the owner Commission; provided, however, that the prior written consent of the Residual Company shall be deemed to have been given with respect to the Issuer Free Writing Prospectuses identified on Schedule III of the Underwriting Agreement relating to the Securities, if any, acquired by . The Company represents that it for federal tax purposeshas treated or agrees that it will treat any such issuer free writing prospectus or free writing prospectus to which it so consents as an Issuer Free Writing Prospectus, and it shall not assert in any proceeding that has complied and will comply with the transfer requirements of such Residual Securities from Rule 433 applicable thereto, including with respect to timely filing with the Company to such Underwriter should be disregarded for any purposeCommission, legending and record-keeping.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter represents and warrants to, and agrees with, the Company that: (a) It proposes to offer the Securities for sale to the public as set forth in the Final Prospectus, and all offers and sales of the Securities made by it shall be so made in compliance with all applicable laws and regulations. (b) If any of the Securities to be acquired by it constitute "residual interests" in a "real estate mortgage investment conduit" (a "REMIC") as those terms are defined, respectively, in Sections 860G and 860D of the Internal Revenue Code of 1986 (the "Code"; and such Securities, "Residual Securities"), it will deliver on or before the Closing Date, in connection with such acquisition, a transfer affidavit and agreement, substantially in the form required pursuant to Section ______ of the Pooling Agreement, upon which the Company and the Trustee may rely. In addition, it shall pay directly or reimburse the Company upon demand for: (i) any and all taxes (including, without limitation, penalties and interest) owed or asserted to be owed by the Company as a result of a claim by the Internal Revenue Service that the transfer of any Residual Securities to such Underwriter hereunder or any transfer thereof by such Underwriter may be disregarded for federal tax purposes and (ii) any and all losses, claims, damages and liabilities, including, without limitation, attorney's fees and expenses, arising out of any failure of such Underwriter to make payment or reimbursement in connection with any such assertion as required in clause (i) above. Furthermore, it acknowledges that on the Closing Date, immediately after the transactions described herein, it will be the owner of the Residual Securities, if any, acquired by it for federal tax purposes, and it shall not assert in any proceeding that the transfer of such Residual Securities from the Company to such Underwriter should be disregarded for any purpose.

Representations, Warranties and Agreements of the Underwriters. (a) Each Underwriter Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Company that: (a) It proposes that it and each of its affiliates have complied, and will comply, with the selling restrictions applicable to offer offers and sales of Securities in jurisdictions outside the Securities for sale to the public United States as set forth in the Final ProspectusSchedule VII hereto. Each Underwriter, on behalf of itself and each of its affiliates, severally and not jointly, represents and warrants to, and all offers agrees with, the Company that it and sales each such affiliate have not offered, sold, purchased or delivered, and will not offer, sell, purchase or deliver, directly or indirectly, any of the Securities made by it shall be so made or distribute any offering material in relation thereto in any jurisdiction outside the United States except under circumstances that will, to the best of its or such affiliate’s knowledge, result in compliance with all the applicable laws and regulationsregulations thereof. In the event that the offer or sale of the Securities by an Underwriter in a jurisdiction outside the United States requires any action on the part of the Company in or with respect to such jurisdiction, such Underwriter agrees with the Company that it will use its commercially reasonable efforts to assist the Company in complying with such requirements. (b) If any of the Securities to be acquired by it constitute "residual interests" in a "real estate mortgage investment conduit" (a "REMIC") as those terms are definedEach Underwriter, respectivelyseverally and not jointly, in Sections 860G represents and 860D of the Internal Revenue Code of 1986 (the "Code"; warrants to, and such Securitiesagrees with, "Residual Securities"), it will deliver on or before the Closing Date, in connection with such acquisition, a transfer affidavit and agreement, substantially in the form required pursuant to Section ______ of the Pooling Agreement, upon which the Company and the Trustee may rely. In additionRepresentatives that it has not made, and unless it shall pay directly or reimburse obtains the prior written consent of the Company upon demand for: (i) any and all taxes (including, without limitation, penalties and interest) owed or asserted to be owed by the Company as a result of a claim by the Internal Revenue Service that the transfer of any Residual Securities to such Underwriter hereunder or any transfer thereof by such Underwriter may be disregarded for federal tax purposes and (ii) any and all losses, claims, damages and liabilities, including, without limitation, attorney's fees and expenses, arising out of any failure of such Underwriter to make payment or reimbursement in connection with any such assertion as required in clause (i) above. Furthermore, it acknowledges that on the Closing Date, immediately after the transactions described hereinRepresentatives, it will not make, any offer relating to the Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed with the owner Commission; provided, however, that the prior written consent of the Residual Securities, if any, acquired by Company shall be deemed to have been given with respect to the Issuer Free Writing Prospectuses identified on Schedule III hereto. The Company represents that it for federal tax purposeshas treated or agrees that it will treat any such issuer free writing prospectus or free writing prospectus to which it so consents as an Issuer Free Writing Prospectus, and it shall not assert in any proceeding that has complied and will comply with the transfer requirements of such Residual Securities from Rule 433 applicable thereto, including with respect to timely filing with the Company to such Underwriter should be disregarded for any purposeCommission, legending and record-keeping.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter represents The Underwriters represent and warrants warrant to, and agrees agree with, the Company thatNVTC as follows: (a) It proposes to The Underwriters shall offer the Securities for sale to 2022 Bonds in accordance with the public as set forth in the Final Prospectus, and all offers and sales laws of the Securities made by it shall be so made in compliance with all applicable laws United States and regulations.the Commonwealth of Virginia; (b) If any The Representative has been duly authorized to execute this Agreement and, when executed by the Representative and accepted by NVTC, this Agreement shall be a valid and binding obligation of the Securities Underwriters; (c) The Underwriters shall offer the 2022 Bonds only pursuant to be acquired by it constitute "residual interests" in a "real estate mortgage investment conduit" the Preliminary Official Statement and the Official Statement; (a "REMIC"d) as those terms are defined, respectively, in Sections 860G and 860D of the Internal Revenue Code of 1986 (the "Code"; and such Securities, "Residual Securities"), it will deliver on The Underwriters shall not make any untrue or before the Closing Date, misleading statement in connection with such acquisition, a transfer affidavit the offering and agreement, substantially sale of the 2022 Bonds and shall ensure that all information contained in the form required Preliminary Official Statement and the Official Statement under the caption "UNDERWRITING" is true and correct in all material respects and does not omit any statement necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (e) The Underwriters shall comply with all applicable registration and qualification requirements applicable to the Underwriters or the 2022 Bonds under any securities or "blue sky" laws of any jurisdiction in which such registration or qualification is required; (f) The Underwriters are in compliance with Rule G-37 with respect to NVTC and are not prohibited thereby from acting as underwriters with respect to securities of NVTC; and (g) The Underwriters have reasonably determined that NVTC's undertaking pursuant to [Section ______ of 2(d)] hereof and in the Pooling AgreementContinuing Disclosure Agreement to provide continuing disclosure with respect to the 2022 Bonds, upon which assuming NVTC's compliance therewith, is sufficient to effect compliance with the Company and the Trustee may rely. In addition, it shall pay directly or reimburse the Company upon demand for: (i) any and all taxes (including, without limitation, penalties and interest) owed or asserted to be owed by the Company as a result of a claim by the Internal Revenue Service that the transfer of any Residual Securities to such Underwriter hereunder or any transfer thereof by such Underwriter may be disregarded for federal tax purposes and (ii) any and all losses, claims, damages and liabilities, including, without limitation, attorney's fees and expenses, arising out of any failure of such Underwriter to make payment or reimbursement in connection with any such assertion as required in clause (i) above. Furthermore, it acknowledges that on the Closing Date, immediately after the transactions described herein, it will be the owner of the Residual Securities, if any, acquired by it for federal tax purposes, and it shall not assert in any proceeding that the transfer of such Residual Securities from the Company to such Underwriter should be disregarded for any purposeRule.

Representations, Warranties and Agreements of the Underwriters. (a) Each Underwriter Underwriter, on behalf of itself and each of its affiliates, severally and not jointly, represents and warrants to, and agrees with, the Company that: (a) It proposes to offer the Securities for sale to the public as set forth in the Final Prospectusthat it and each such affiliate have not offered, sold, purchased or delivered, and all offers and sales will not offer, sell, purchase or deliver, directly or indirectly, any of the Securities made by it shall be so made or distribute any offering material in relation thereto in any jurisdiction outside the United States except under circumstances that will, to the best of its or such affiliate’s knowledge, result in compliance with all the applicable laws and regulationsregulations thereof. In the event that the offer or sale of the Securities by an Underwriter in a jurisdiction outside the United States requires any action on the part of the Company in or with respect to such jurisdiction, such Underwriter agrees with the Company that it will use its commercially reasonable efforts to assist the Company in complying with such requirements. (b) If Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Company and the Representatives that it has not made, and unless it obtains the prior written consent of the Company and the Representatives, it will not make, any offer relating to the Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed with the Commission; provided, however, that the prior written consent of the Company shall be deemed to have been given with respect to the Issuer Free Writing Prospectuses identified on Schedule III hereto. The Company represents that it has treated or agrees that it will treat any such issuer free writing prospectus or free writing prospectus to which it so consents as an Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rule 433 applicable thereto, including with respect to timely filing with the Commission, legending and record-keeping. (c) Each Underwriter, severally and not jointly, represents and agrees that, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to that competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State at any time: (1) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (2) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representative or representatives nominated by us for any such offer; or (3) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be acquired offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Member State; “Prospectus Directive” means European Council Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive) and includes any relevant implementing measure in the Relevant Member State; and “2010 PD Amending Directive” means Directive 2010/73/EU. (d) Each Underwriter, severally and not jointly, represents and agrees that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it constitute "residual interests" in a "real estate mortgage investment conduit" (a "REMIC") as those terms are defined, respectively, in Sections 860G and 860D of the Internal Revenue Code of 1986 (the "Code"; and such Securities, "Residual Securities"), it will deliver on or before the Closing Date, in connection with such acquisitionthe issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Securities in, a transfer affidavit from or otherwise involving the United Kingdom. (e) Each Underwriter, severally and agreementnot jointly, substantially represents and agrees that the Securities may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the form required document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder. (f) The Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, as amended (the “Financial Instruments and Exchange Law”), and each Underwriter, severally and not jointly, represents and agrees that it will not offer or sell any of the Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan. (g) The Pricing Prospectus and the Prospectus have not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Underwriter, severally and not jointly, represents and agrees that the Pricing Prospectus and the Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section ______ 275(1A), and in accordance with the conditions, specified in Section 275 of the Pooling AgreementSFA, upon or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the Company sole business of which is to hold investments and the Trustee may rely. In additionentire share capital of which is owned by one or more individuals, it each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall pay directly not be transferred within six months after that corporation or reimburse that trust has acquired the Company upon demand forSecurities under Section 275 except: (i1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and all taxes in accordance with the conditions specified in Section 275 of the SFA; (including, without limitation, penalties and interest2) owed where no consideration is or asserted to will be owed by given for the Company as a result of a claim by the Internal Revenue Service that transfer; or (3) the transfer is by operation of any Residual Securities to such Underwriter hereunder or any transfer thereof by such Underwriter may be disregarded for federal tax purposes and (ii) any and all losses, claims, damages and liabilities, including, without limitation, attorney's fees and expenses, arising out of any failure of such Underwriter to make payment or reimbursement in connection with any such assertion as required in clause (i) above. Furthermore, it acknowledges that on the Closing Date, immediately after the transactions described herein, it will be the owner of the Residual Securities, if any, acquired by it for federal tax purposes, and it shall not assert in any proceeding that the transfer of such Residual Securities from the Company to such Underwriter should be disregarded for any purposelaw.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter represents and hereby severally represents, warrants to, and agrees with, the Company that: (a) It proposes to offer has not and will not use, authorize use of, refer to, or participate in the planning for use of, any Free Writing Prospectus other than (i) a Free Writing Prospectus that is not required under the Securities for sale Act to be filed, (ii) any Issuer Free Writing Prospectus listed on Schedule II to the public as set forth Terms Agreement or prepared pursuant to Section 4(d) hereto or (iii) any Free Writing Prospectus prepared by such Underwriter and approved by the Company and the Guarantor in the Final Prospectus, and all offers and sales of the Securities made by it shall be so made advance in compliance with all applicable laws and regulationswriting. (b) If Unless otherwise specified in the Terms Agreement, it has not and will not, without the prior written consent of the Company and the Guarantor, use any Free Writing Prospectus that contains the final terms of the Securities unless such terms have previously been included in a Free Writing Prospectus filed with the Commission; provided, however, that it may use a term sheet substantially in the form of the Final Term Sheet without the consent of the Company and the Guarantor. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company and the Guarantor if any such proceeding against it is initiated during the period in which a prospectus relating to the Securities is required to be delivered under the Securities Act). (d) Unless otherwise specified in the Terms Agreement, it has not offered or sold and will not offer or sell the Securities publicly (as defined for purposes of the securities laws of Brazil or the Cayman Islands, as the case may be) in Brazil or the Cayman Islands. (e) Unless otherwise specified in the Terms Agreement, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive (as defined below) is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Securities to be acquired the public in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it constitute "residual interests" in a "real estate mortgage investment conduit" (a "REMIC") as those terms are definedmay, respectivelywith effect from and including the Relevant Implementation Date, in Sections 860G and 860D make an offer of the Internal Revenue Code of 1986 (Securities to the "Code"; and such Securities, "Residual Securities"), it will deliver on or before the Closing Date, public in connection with such acquisition, a transfer affidavit and agreement, substantially in the form required pursuant to Section ______ of the Pooling Agreement, upon which the Company and the Trustee may rely. In addition, it shall pay directly or reimburse the Company upon demand for: that Relevant Member State at any time: (i) any and all taxes (includingto legal entities which are authorized or regulated to operate in the financial markets or, without limitationif not so authorized or regulated, penalties and interest) owed or asserted whose corporate purpose is solely to be owed by the Company as a result of a claim by the Internal Revenue Service that the transfer of any Residual Securities to such Underwriter hereunder or any transfer thereof by such Underwriter may be disregarded for federal tax purposes and invest in securities; (ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and all losses(3) an annual net turnover of more than €50,000,000, claimsas shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 2(e), damages the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and liabilities, including, without limitation, attorney's fees and expenses, arising out by any means of any failure of such Underwriter to make payment or reimbursement in connection with any such assertion as required in clause (i) above. Furthermore, it acknowledges that sufficient information on the Closing Date, immediately after the transactions described herein, it will be the owner terms of the Residual offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, if any, acquired as the same may be varied in that Member State by it for federal tax purposesany measure implementing the Prospectus Directive in that Member State, and it shall not assert references to the “Prospectus Directive” means Directive 2003/71/EC of the European Parliament and of the Council of the European Union of November 4, 2003, and includes any relevant implementing measure in any proceeding that the transfer of such Residual Securities from the Company to such Underwriter should be disregarded for any purposeeach Relevant Member State.

Representations, Warranties and Agreements of the Underwriters. (a) Each Underwriter Underwriter, on behalf of itself and each of its affiliates, severally and not jointly, represents and warrants to, and agrees with, the Company that: (a) It proposes to offer the Securities for sale to the public as set forth in the Final Prospectusthat it and each such affiliate have not offered, sold, purchased or delivered, and all offers and sales will not offer, sell, purchase or deliver, directly or indirectly, any of the Securities made by it shall be so made or distribute any offering material in relation thereto in any jurisdiction outside the United States except under circumstances that will, to the best of its or such affiliate’s knowledge, result in compliance with all the applicable laws and regulationsregulations thereof. In the event that the offer or sale of the Securities by an Underwriter in a jurisdiction outside the United States requires any action on the part of the Company in or with respect to such jurisdiction, such Underwriter agrees with the Company that it will use its commercially reasonable efforts to assist the Company in complying with such requirements. (b) If Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Company and the Representatives that it has not made, and unless it obtains the prior written consent of the Company and the Representatives, it will not make, any offer relating to the Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed with the Commission; provided, however, that the prior written consent of the Company shall be deemed to have been given with respect to the Issuer Free Writing Prospectuses identified on Schedule III hereto. The Company represents that it has treated or agrees that it will treat any such issuer free writing prospectus or free writing prospectus to which it so consents as an Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rule 433 applicable thereto, including with respect to timely filing with the Commission, legending and record-keeping. (c) Each Underwriter, severally and not jointly, represents and agrees that, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to that competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State at any time: (1) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (2) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representative or representatives nominated by us for any such offer; or (3) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be acquired offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Member State; “Prospectus Directive” means European Council Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State; and “2010 PD Amending Directive” means Directive 2010/73/EU. (d) Each Underwriter, severally and not jointly, represents and agrees that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it constitute "residual interests" in a "real estate mortgage investment conduit" (a "REMIC") as those terms are defined, respectively, in Sections 860G and 860D of the Internal Revenue Code of 1986 (the "Code"; and such Securities, "Residual Securities"), it will deliver on or before the Closing Date, in connection with such acquisitionthe issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Securities in, a transfer affidavit from or otherwise involving the United Kingdom. (e) Each Underwriter, severally and agreementnot jointly, substantially represents and agrees that the Securities may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the form required document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder. (f) The Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, as amended (the “Financial Instruments and Exchange Law”), and each Underwriter, severally and not jointly, represents and agrees that it will not offer or sell any of the Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan. (g) The Pricing Prospectus and the Prospectus have not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Underwriter, severally and not jointly, represents and agrees that the Pricing Prospectus and the Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section ______ 275(1A), and in accordance with the conditions, specified in Section 275 of the Pooling AgreementSFA, upon or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the Company sole business of which is to hold investments and the Trustee may rely. In additionentire share capital of which is owned by one or more individuals, it each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall pay directly not be transferred within six months after that corporation or reimburse that trust has acquired the Company upon demand forSecurities under Section 275 except: (i1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and all taxes in accordance with the conditions specified in Section 275 of the SFA; (including, without limitation, penalties and interest2) owed where no consideration is or asserted to will be owed by given for the Company as a result of a claim by the Internal Revenue Service that transfer; or (3) the transfer is by operation of any Residual Securities to such Underwriter hereunder or any transfer thereof by such Underwriter may be disregarded for federal tax purposes and (ii) any and all losses, claims, damages and liabilities, including, without limitation, attorney's fees and expenses, arising out of any failure of such Underwriter to make payment or reimbursement in connection with any such assertion as required in clause (i) above. Furthermore, it acknowledges that on the Closing Date, immediately after the transactions described herein, it will be the owner of the Residual Securities, if any, acquired by it for federal tax purposes, and it shall not assert in any proceeding that the transfer of such Residual Securities from the Company to such Underwriter should be disregarded for any purposelaw.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter hereby represents and warrants to, and agrees with, to the Company thatas follows: (a) It proposes to offer the Securities for sale to the public as set forth Each Underwriter is a member in the Final Prospectus, and all offers and sales good standing of the Securities made by it shall be so made NASD and is subject to no statutory disqualification provisions including, but not limited to, those contained in compliance with all applicable laws and regulationsNASD Regulation Section 230.262. (b) If Each Underwriter is a duly registered broker-dealer under the Exchange Act and the rules and regulations promulgated thereunder and is in good standing as a registered broker-dealer. (c) Neither Underwriter will use any written sales material other than the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and publicly available information and neither Underwriter will represent to any person acquiring Securities in the offering any non-public material facts relating to the offering of the Securities Securities, the Securities, the Company or the business of the Company, including its future prospects, except as expressly permitted herein. (d) Assuming the accuracy of the Company's representations and warranties contained herein, neither Underwriter is required to make a filing with the NASD pursuant to Rule 2710 to enable it to act as underwriter in the offering of the Securities. (e) Each Underwriter is a limited liability company duly organized, validly existing and in good standing under the laws of the respective jurisdictions of organization of each Underwriter and has all company power and authority to execute this Agreement and complete the transactions contemplated hereby. (f) The execution, delivery, and performance of this Agreement has been duly authorized by all requisite company action on behalf of each Underwriter, and this Agreement has been duly executed and delivered and constitutes the valid and binding obligation of each Underwriter enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights, to general principles of equity and to the extent that rights to indemnify thereunder may be acquired limited under applicable laws. (g) Assuming the accuracy of the Company's representations and warranties contained herein, the execution and delivery by it constitute "residual interests" each Underwriter of this Agreement, the performance by each Underwriter of this Agreement and the completion of the transactions herein contemplated will not conflict with or result in a "real estate mortgage investment conduit" (a "REMIC") as those terms are defined, respectively, in Sections 860G and 860D breach of the Internal Revenue Code of 1986 (the "Code"; and such Securitiesterms of, "Residual Securities")or constitute a default under or violation of, it will deliver on any law or before the Closing Date, in connection with such acquisition, a transfer affidavit and agreement, substantially in the form required pursuant to Section ______ of the Pooling Agreement, upon which the Company and the Trustee may rely. In addition, it shall pay directly or reimburse the Company upon demand for: (i) any and all taxes (including, without limitation, penalties and interest) owed or asserted to be owed by the Company as a result of a claim by the Internal Revenue Service that the transfer regulation of any Residual Securities governmental authority, domestic or foreign, or the charter or operating agreement of each Underwriter. (h) There is no pending litigation, regulatory proceeding or order, disciplinary proceeding or claim of violation against the Company, or to such Underwriter hereunder the best knowledge of each Underwriter, any threatened litigation, regulatory proceeding or any transfer thereof by such Underwriter may be disregarded for federal tax purposes and (ii) any and all lossesorder, claimsdisciplinary proceeding or claim of violation against the Company, damages and liabilities, including, without limitation, attorney's fees and expenses, arising out that could materially adversely affect the ability of any failure of such each Underwriter to make payment or reimbursement in connection with any such assertion carry out its functions as required in clause (i) above. Furthermore, it acknowledges that on the Closing Date, immediately after the transactions described herein, it will be the owner of the Residual Securities, if any, acquired an Underwriter contemplated by it for federal tax purposes, and it shall not assert in any proceeding that the transfer of such Residual Securities from the Company to such Underwriter should be disregarded for any purposethis Agreement.