Common use of Registration Statement and Prospectus Clause in Contracts

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment amendment, as of the date of such amendment, complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (The Registration Statement is an “Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuerautomatic shelf registration statement” as defined in Rule 405 under that was filed within the Securities Act (“Rule 405”) last three years and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed upon filing with the Commission, ; and no notice of objection of the Company met Commission to the then-applicable requirements for use of Form S-3 under such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Securities has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and representation, warranty or covenant with respect to any statements or omissions made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly Representative specifically for use in the Registration Statement and the Prospectus and any amendment or supplement theretotherein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b9(b) hereof. There are no current or pending actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the General Disclosure Package or the Prospectus that are not so described in the Registration Statement, the General Disclosure Package and the Prospectus, and there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement that are not so filed as exhibits to the Registration Statement.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActIssuer. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company Issuer or related to the offering of the Shares has been initiated or, to the CompanyIssuer’s knowledge, threatened by the Commission; as . As of the applicable effective date of the Registration Statement and any post-effective amendment theretoEffective Time, the Registration Statement complied, and as of the Closing Date, each Hedge Prospectus Time and the date of any such post-effective amendment complied and or supplement thereto after the Effective Time, will comply comply, in all material respects with the Securities Act, Act and did not and will not not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto thereto, the Prospectus did not, and as so amended or supplemented, will not as of the date of such amendment or supplement and as of the Closing Date and as of the Additional Closing Dateeach Hedge Prospectus Time, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company Issuer makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Issuer in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b12(c) hereofhereof and (ii) Counterparty Information.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (The Registration Statement is an “Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuerautomatic shelf registration statement” as defined in Rule 405 under the Securities Act (“that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 405”401(g)(2) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At Act has been received by the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s BRP Parties’ knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes BRP Parties make no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement was filed with the time the CompanyCommission on August 6, or any person acting on their behalf (within the meaning, for this clause only, 2021 as an “automatic shelf registration statement” as defined under Rule 405 of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) , and (B) at the date hereof, the Company (xhas not received from the Commission any notice of objection pursuant to Rule 401(g)(2) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledgeknowledge of the Company or Xxxxxxxx Xxxx, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Xxxxxxxx Xxxx makes no any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the each Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”Act) and (y) was not the Shares have been and is not an “ineligible issuer,” as defined in Rule 405remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as each Time of the Additional Closing Date, as the case may beDelivery, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as . As of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as . As of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus complied with and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Company meets the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No The Registration Statement has been declared effective by the Commission; and no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission issued, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s 's knowledge, threatened by the Commission; as of . At the applicable effective date of respective times the Registration Statement and any post-effective amendment theretoamendments thereto became effective, the Registration Statement and any such post-effective amendment amendments thereto complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (the "Trust Indenture Act"), and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of . At the date of the Prospectus and at the Closing Time, neither the Prospectus nor any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any includes an untrue statement of a material fact or omit omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that . Notwithstanding the Company makes no representation foregoing, the representations and warranty with respect warranties in this subsection shall not apply to any (a) statements in or omissions from the Registration Statement or any amendment thereto or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use in the Registration Statement and or any amendment thereto or the Prospectus and or any amendment or supplement thereto and (ii) that part of the Registration Statement which constitutes the Trustee's Statement of Eligibility on Form T-1 (the "Form T-1") under the Trust Indenture Act. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, it being understood and agreed that or filed pursuant to Rule 424 under the only such information furnished by any Underwriter consists of Securities Act, complied when so filed in all material respects with the information described as such in Section 7(b) hereofSecurities Act.

Registration Statement and Prospectus. (A) At The Company meets the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActAct and has prepared and filed with the Commission a Registration Statement (File No. 333-224462) on Form S-3 for registration under the Securities Act of the offering and sale of the Shares. The Registration Statement, including any amendments or supplements thereto filed prior to the Applicable Time, has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 7(b9(c) hereof; provided, further, that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished by the Selling Stockholder in writing expressly for use in the Registration Statement, the Pricing Disclosure Package and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the Selling Stockholder Information.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the The Registration Statement was originally is an "automatic shelf registration statement" as defined under Rule 405 of the Securities Act that has been filed with the Commission, Commission not earlier than three years prior to the Company met date hereof; and no notice of objection of the then-applicable requirements for Commission to the use of Form S-3 such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities ActAct has been received by the Company. No The Company has not received any order suspending the effectiveness of the Registration Statement has been issued by the Commission and no has not received notice of any proceeding for that purpose or notice of any action instituted pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment theretoEffective Time, the Registration Statement complied, and as of the date of any such post-effective amendment complied and thereto will comply comply, in all material respects with the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively the "Trust Indenture Act") and the Securities Act, Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto thereto, the Prospectus did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the The Registration Statement was originally is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission, Commission not earlier than three years prior to the Company met date hereof; and no notice of objection of the then-applicable requirements for Commission to the use of Form S-3 such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities ActAct has been received by the Company. No The Company has not received any order suspending the effectiveness of the Registration Statement has been issued by the Commission and no has not received notice of any proceeding for that purpose or notice of any action instituted pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment theretoEffective Time, the Registration Statement complied, and as of the date of any such post-effective amendment complied and thereto will comply comply, in all material respects with the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively the “Trust Indenture Act”) and the Securities Act, Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto thereto, the Prospectus did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as . As of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as . As of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Company meets the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. The Registration Statement became effective upon filing with the commission in accordance with Rule 462(e) of the rules and regulations of the Commission under the Securities Act on November 2, 2018. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Securities has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of (i) the applicable effective date of the Registration Statement and any post-effective amendment thereto, (ii) the date of the Prospectus and (iii) the Closing Date, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, the Trust Indenture Act and the Trust Indenture Rules, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the applicable requirements of the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement has been declared effective by the time Commission. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Company, Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the each Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any an Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, has been received by the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Actor any Guarantor. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or any Guarantor or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as . As of the applicable effective date of the Registration Statement and any post-effective amendment theretoEffective Time, the Registration Statement complied, and as of the date of any such post-effective amendment complied and thereto after the Effective Time will comply comply, in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act, ”) and did not and will not not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto thereto, the Prospectus did not, and as so amended or supplemented, will not as of the date of such amendment or supplement and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and each Guarantor makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become been declared effective under the Securities Act. At the time the Registration Statement was originally filed with by the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and as of the Closing Date or any Additional Closing Date will comply in all material respects with the Securities Act, and did not as of the applicable effective date and will not as of the Closing Date or any Additional Closing Date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus (as amended and supplemented) complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and Commission, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Securities has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission not earlier than three (A3) At years prior to the time date hereof and has been declared effective by the CompanyCommission (or in the case of the Rule 462(b) Registration Statement, if applicable, became effective upon filing); and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment amendment, as of the date of such amendment, complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at that has been filed with the Commission not earlier than three years prior to the date hereof, the Company (x) was ; and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No no order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Securities has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus complies and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b8(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto thereto, and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b10(c) hereof; provided further, that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished to the Company for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; it being understood and agreed that the only such information furnished by the Selling Shareholder consists of the Selling Shareholder Information.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (The Registration Statement is an “Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuerautomatic shelf registration statement” as defined in under Rule 405 under the Securities Act (“that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 405”401(g)(2) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At Act has been received by the time Issuer or the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActGuarantor. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company Issuer or the Guarantor or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment theretoEffective Time, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not contain and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and the Trust Indenture Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes Issuer and the Guarantor make no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions in the Registration Statement and the Prospectus and any amendment or supplement thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Issuer or the Guarantor in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereoftherein.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto thereto, and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b10(c) hereof; and provided further, that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished to the Company for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; it being understood and agreed that the only such information furnished by the Selling Shareholder consists of the Selling Shareholder Information.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective each date of and time the Registration Statement Statement, and any post-effective amendment or amendments thereto, became or becomes effective, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the applicable filing date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompanies. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company Companies or related to the offering of the Shares Notes has been initiated or, to the Company’s knowledgeknowledge of the Companies and the Guarantor, threatened by the Commission; as . As of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as . As of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes Companies and the Guarantor make no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Companies in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance Company. Based on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with communications from the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No no order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Offering has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment theretoEffective Time, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions in the Registration Statement and the Prospectus and any amendment or supplement thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereoftherein.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (The Registration Statement is an “Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuerautomatic shelf registration statement,” as defined in Rule 405 under of the Securities Act, that automatically became effective not more than three years prior to the Applicable Time. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act (“Rule 405”) objecting to use of the automatic shelf registration statement form and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met has not otherwise ceased to be eligible to use the then-applicable requirements for use of Form S-3 under the Securities Actautomatic shelf registration form. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Securities has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become been declared effective under the Securities Act. At the time the Registration Statement was originally filed with by the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and as of the Closing Date will comply in all material respects with the applicable provisions of the Securities Act, and did not as of the applicable effective date and will not as of the Closing Date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus (as amended or supplemented) will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (The Registration Statement is an “Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuerautomatic shelf registration statement” as defined in under Rule 405 under the Securities Act (“Rule 405”) and (y) that has been filed with the Commission not earlier than three years prior to the date hereof; the Registration Statement became effective on the date it was not filed and is not an “ineligible issuer,” effective as defined in of the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 405. The Registration Statement has become effective 401(g)(2) under the Securities Act. At Act has been received by the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of the Registration Statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, or to the Company’s knowledge, knowledge of the Company threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b6(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledgebest knowledge of the Company after due inquiry, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the each Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, has been received by the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Actor Parent. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and, to the knowledge of the Company and Parent, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or Parent or related to the offering of the Shares Securities has been initiated or, to the Company’s knowledge, or threatened by the Commission; as . As of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment thereto complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as . As of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus and any amendment or supplement thereto will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes and Parent make no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and Parent in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 The Registration Statement became effective under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed upon filing with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No Commission and no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the Commission and no proceeding proceedings for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantor or related to the offering of the Shares has Securities have been initiated or, to the Company’s knowledgeknowledge of the Company or the Guarantor, are threatened by the Commission; . The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”) and do not and will not, as of the applicable effective date of as to the Registration Statement and any post-effective amendment thereto, thereto and as of the Registration Statement applicable filing date as to the Prospectus and any such post-effective amendment complied or supplement thereto and will comply as of the Closing Time as to the Prospectus as amended or supplemented in all material respects with relation to the Securities Actapplicable Securities, and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Dateprovided, as the case may behowever, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no this representation and warranty with respect shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing or the Guarantor by such an Underwriter through the Representatives expressly for use in the Registration Statement and or the Prospectus and any amendment as amended or supplement theretosupplemented, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. With respect to the Registration Statement, (i) the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), (ii) neither the Company nor the Guarantor has received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement and (iii) the conditions for use of Form S-3, as set forth in the General Instructions thereof, have been satisfied.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed upon filing with the Commission, the Company met the then-applicable requirements for use of Form S-3 Commission pursuant to Rule 462(e) under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement was filed with the time the CompanyCommission on September 12, or any person acting on their behalf (within the meaning, for this clause only, 2018 as an “automatic shelf registration statement” as defined under Rule 405 of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) , and (B) at the date hereof, the Company (xhas not received from the Commission any notice of objection pursuant to Rule 401(g)(2) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledgeknowledge of the Company or Xxxxxxxx Xxxx, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing DateProspectus, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Xxxxxxxx Xxxx makes no any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 7(b‎‎9(c) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Depositary Shares, the Preferred Shares or the Underlying Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Securities has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement has been filed with the time Commission not earlier than three years prior to the Company, date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment theretoStatement, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the or Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, SEC not earlier than three years prior to the date hereof; and no notice of objection of the SEC to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and SEC, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares ADSs has been initiated or, to the Company’s knowledge, or threatened by the CommissionSEC; as of the applicable effective date of the Registration Statement and any post-effective amendment theretothereto filed on or prior to the Additional Closing Date, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in such Registration Statement and such Prospectus and any amendment or supplement thereto in reliance upon and in conformity with information relating to the Selling Shareholder, the Shareholder of Record or any Underwriter furnished to the Company in writing by the Selling Shareholder, or the Shareholder of Record or by any such Underwriter through the Representatives Representative expressly for use in the such Registration Statement and the such Prospectus and any amendment or supplement thereto, thereto (it being understood and agreed that the only such information furnished by the Selling Shareholder, the Shareholder of Record or any Underwriter consists of the information described as such in Section 7(b9(h) hereof).

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) The Company is eligible to use Form N-2 under the Securities Act) made any offer relating to , and the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become been declared effective under the Securities Act. At the time the Registration Statement was originally filed with by the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and Commission, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Securities has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, the applicable rules and regulations of the Commission thereunder, the Investment Company Act and the Trust Indenture Act of 1939, as amended (the “TIA”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus and any amendment or supplement thereto will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the TIA or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b8(b) hereof.;

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, ; and did not and will not not, as of the applicable effective date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto thereto, and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, or any person acting on their behalf (within Commission not earlier than three years prior to the meaning, for this clause only, of date hereof; the Registration Statement became effective upon filing with the Commission under Rule 163(c462(e) under the Securities Act) made any offer relating Act on July 6, 2010 and no notice of objection of the Commission to the Underwritten Shares in reliance on the exemption use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 163 401(g)(2) under the Securities Act (“Rule 163”) and (B) at has been received by the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; the Registration Statement, as of the applicable effective date Effective Date, complies, and any amendment thereto as of the Registration Statement and any post-effective amendment theretodate it becomes effective, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities ActAct and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and the Registration Statement, as of the Effective Date, did not and any amendment thereto, as of the date it becomes effective, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Prospectus, as of the date of the Prospectus prospectus supplement comprising a part of such Prospectus, did not, and any amendment or supplement thereto to the Prospectus, as of the date of such amendment or supplement will not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no does not make any representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and Commission, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Underwritten Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon upon, and in conformity with with, information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and Commission, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares or the Conversion Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as . As of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as . As of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Securities has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b5(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and Commission, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Offered ADSs has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; such registration statement and any post-effective amendment thereto became effective on filing; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated orbeen, to the Company’s knowledgeknowledge of any StepStone Party, initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes StepStone Parties make no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three (A3) At years prior to the time date hereof; and no notice of objection of the Company, Commission to the use of the Registration Statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus (and any amendment or supplement thereto thereto) and the applicable Issuer Free Writing Prospectus(es), if any, issued at or prior to the Applicable Time, taken together (collectively, and, with respect to any Shares, together with the public offering price of such Shares, the “General Disclosure Package”) as of each Applicable Time and the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter Sales Agent, the Forward Seller and the Forward Purchaser furnished to the Company in writing by such Underwriter through Sales Agent, the Representatives Forward Seller or the Forward Purchaser expressly for use in the Registration Statement Statement, the Prospectus and the Prospectus General Disclosure Package and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At Each of the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereofRegistration Statement, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The ADS Registration Statement has become been declared effective under the Securities Act. At the time the Registration Statement was originally filed with by the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement and the ADS Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Offered Securities has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement, the ADS Registration Statement and any post-effective amendment thereto, the Registration Statement, the ADS Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Company meets the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. The Registration Statement is an automatic shelf registration statement under Rule 405 of the Securities Act and has become automatically effective under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act (“Rule 401(g)(2)”) has been received by the Company; no order preventing or suspending the use of the Prospectus has been issued or, to the knowledge of the Company, threatened, by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof. The Prospectus and any amendment or supplement thereto is identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Company has complied with each request (if any) from the Commission for additional information.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to (I) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof, or (II) any statements or omissions made in reliance upon and in conformity with the Selling Stockholder Information (as defined below).

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by (i) such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the Underwriter Information or (ii) the Selling Stockholders expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information described as such in Section 7(b) hereoffurnished by the Selling Stockholders consists of the Selling Stockholder Information.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an automatic shelf registration statement as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and Commission, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Bonds has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and as of any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the The Registration Statement was originally is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission, Commission not earlier than three years prior to the Company met date hereof; and no notice of objection of the then-applicable requirements for Commission to the use of Form S-3 such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities ActAct has been received by the Company. No The Company has not received any order suspending the effectiveness of the Registration Statement has been issued by the Commission and no has not received notice of any proceeding for that purpose or notice of any action instituted pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment theretoEffective Time, the Registration Statement complied, and as of the date of any such post-effective amendment complied and thereto will comply comply, in all material respects with the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively the “Trust Indenture Act”) and the Securities Act, Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto thereto, the Prospectus did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at that has been filed with the Commission not earlier than three years prior to the date hereof, ; and no notice of objection of the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under Commission to the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The use of the Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, been received by the Company met and no post-effective amendment thereto has been filed by the then-applicable requirements for use of Form S-3 Company pursuant to Rule 401(g)(2) under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof and that became effective upon filing; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company Partnership or related to the offering of the Shares Units pursuant to this Agreement has been initiated or, to the Company’s knowledgeknowledge of the Ares Parties, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company no Ares Party makes no any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Partnership in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment amendment, as of the date of such amendment, complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; such registration statement and any post-effective amendment thereto became effective on filing; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the The Registration Statement was originally is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission, Commission not earlier than three years prior to the Company met date hereof; and no notice of objection of the then-applicable requirements for Commission to the use of Form S-3 such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities ActAct has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any the most recent post-effective amendment amendment, if any, thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof, or relating to any Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in any Preliminary Prospectus.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Securities has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Offering has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied conformed and will comply conform in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement was filed with the time the CompanyCommission on September 12, or any person acting on their behalf (within the meaning, for this clause only, 2018 as an “automatic shelf registration statement” as defined under Rule 405 of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) , and (B) at the date hereof, the Company (xhas not received from the Commission any notice of objection pursuant to Rule 401(g)(2) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledgeknowledge of the Company or Xxxxxxxx Xxxx, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing DateProspectus, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Xxxxxxxx Xxxx makes no any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.5

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment amendment, as of the date of such amendment, complied in all material respects and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with any Selling Stockholder Information, or any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares pursuant to this Agreement has been initiated or, to the Company’s knowledgeknowledge of the Ares Parties, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company no Ares Party makes no any representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement has been declared effective by the time Commission not earlier than three years prior to the Company, date hereof; and no notice of objection of the Commission to the use of the Registration Statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(1) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities ActCompany. At the time of filing and at each effective date of the Registration Statement was originally filed with the CommissionStatement, the Company met and continues to meet the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable each effective date prior to the completion of the Prospectus Delivery Period (as defined below) (including any deemed effective date pursuant to Rule 430B(f) under the Securities Act) of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply as of such date in all material respects with the Securities Act, and did not and will not as of such date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 7(b9(d) hereof. No statement of material fact included in the Prospectus has been omitted from the General Disclosure Package and no statement of material fact included in the General Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b7.(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective each date of and time the Registration Statement Statement, and any post-effective amendment or amendments thereto, became or becomes effective, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the applicable filing date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the CompanyCommission not earlier than three years prior to the date hereof; such Registration Statement, and any post-effective amendment thereto, became effective on filing; and no notice of objection of the Commission to the use of such Registration Statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating The Company is eligible to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405use Form N-2. The Registration Statement and any amendment thereto has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and Commission, and, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Securities has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, the applicable rules and regulations of the Commission thereunder and the Investment Company Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus and any amendment or supplement thereto will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative[s] expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b8(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement has been declared effective by the time Commission. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Company, Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the The Registration Statement was originally is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission, Commission not earlier than three years prior to the Company met date hereof; and no notice of objection of the then-applicable requirements for Commission to the use of Form S-3 such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities ActAct has been received by the Company. No The Company has not received any order suspending the effectiveness of the Registration Statement has been issued by the Commission and no has not received notice of any proceeding for that purpose or notice that any action instituted pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment theretoEffective Time, the Registration Statement complied, and as of the date of any such post-effective amendment complied and thereto will comply comply, in all material respects with the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively the “Trust Indenture Act”) and the Securities Act, Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto thereto, the Prospectus complied in all material respects with the Securities Act and did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under and the Securities Act. At the time the ADR Registration Statement was originally filed with have been declared effective by the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement or the ADR Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Securities has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and the ADR Registration Statement and any post-effective amendment thereto, the Registration Statement and the ADR Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the ADR Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three (A3) At years prior to the time date hereof; and no notice of objection of the Company, Commission to the use of such Registration Statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares Securities has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become been declared effective under the Securities Act. At the time the Registration Statement was originally filed with by the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and as of the Closing Date will comply in all material respects with the applicable provisions of the Securities Act, and did not as of the applicable effective date and will not as of the Closing Date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus (as amended or supplemented) will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement has been declared effective by the time Commission. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Company, Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Registration Statement and Prospectus. (A) At The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the time Securities Act that has been filed with the Company, Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any person acting on their behalf (within the meaning, for this clause only, of post-effective amendment thereto pursuant to Rule 163(c401(g)(2) under the Securities Act) made any offer relating to Act has been received by the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has become effective under the Securities Act. At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities ActCompany. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the applicable provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and or the Prospectus and or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.