Common use of Registration Statement Clause in Contracts

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 (File No. 333-159479) including a base prospectus (the “Base Prospectus”), relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus and any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), ) an “automatic shelf registration statement, ” (as defined in Rule 405 of under the Securities Act, ) on Form S-3 (File No. 333-159479) 263753), including a base prospectus (the “Base Prospectus”), relating to various securities to be issued from time to time by the Companycertain securities, including the SecuritiesShares, and such registration statement became effective upon filing in accordance with Rule 462(e) under the Securities Act. Such registration statement, as amended at by any post-effective amendments thereto as of the time it becomes effectivedate of this Agreement, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” supplement with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusPricing Disclosure Package (as defined below). At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectively, with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus Prospectus, dated May 2615, 2009, 2024 and each “free-free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto, if any.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 166710), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including including, the SecuritiesNotes. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any preliminary prospectus supplement specifically relating to the Base Prospectus Notes and any prospectus the Guarantees filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesNotes. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 267884), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Offered Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Offered Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26June 17, 2009, 2025 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479256963) including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26June 10, 20092021, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 287200), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26August 7, 2009, 2025 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 333- 264674), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be , and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26June 21, 20092023, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 224695), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. Any reference in this Agreement to the Registration Statement, the Pricing Disclosure Package, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any be. Any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectively, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 268, 20092019, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) ), if any, listed on Schedule IIA Annex B hereto as constituting part of and the Time of Sale Informationinformation listed on Annex C hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 287200), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26June 16, 2009, 2025 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 220765), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectively, with the pricing information set forth on Annex A hereof, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26October 2, 2009, 2017 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. (a) The Company has prepared shall prepare and filed file with the Securities SEC within one hundred and Exchange Commission twenty (120) calendar days after the Closing Date (the “CommissionFiling Deadline”) a registration statement (on Form S-1, or other appropriate registration statement form) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 (File No. 333-159479) including a base prospectus (the “Base Prospectus”), relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; ), at the sole expense of the Company (except as specifically provided in Section ‎4.2 of this Agreement) so as to permit a public offering and as used herein, resale of the term Shares and the Warrant Shares (the “Preliminary Prospectus” means Registrable Securities”) in the Base Prospectus and any prospectus filed with the Commission pursuant to Rule 424(a) United States under the Securities Act that omits Rule 430 Informationby the Investors as selling stockholders. The Company shall use its reasonable best efforts to cause such Registration Statement to become effective as soon as possible thereafter, and within the term “Prospectus” means earlier of: (i) one hundred and eighty (180) calendar days after the prospectus Closing Date (or two hundred and ten (210) calendar days in the form first used event the SEC shall elect to review the Registration Statement), or (or made available upon ii) five (5) calendar days after the SEC clearance to request acceleration of purchasers pursuant to Rule 173 effectiveness (the “Effectiveness Deadline”). The Company will notify the Investors of the effectiveness of the Registration Statement (the “Effective Date”) within three (3) Trading Days. (b) The Company will maintain the Registration Statement filed under Section 4 of this Agreement effective under the Securities Act) in connection with confirmation of sales Act until the earlier of the Securities. Any reference in this Agreement date (i) all of the Registrable Securities have been sold pursuant to the such Registration Statement, any Preliminary Prospectus or (ii) the Prospectus Investors receive an opinion of counsel to the Company, which opinion and counsel shall be deemed reasonably acceptable to refer the Investors, that the Registrable Securities may be sold under the provisions of Rule 144 without limitation as to and include volume, (iii) all Registrable Securities (or all Warrants, in the documents incorporated by reference therein pursuant case of Warrants not then exercised) have been otherwise transferred to Item 12 of Form S-3 persons who may trade the Registrable Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Registrable Securities not bearing a restrictive legend, (iv) all Registrable Securities may be sold without any time, volume or manner limitations pursuant to Rule 144 or any similar provision then in effect under the Securities Act in the opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Investors, or (v) one (1) year from the Effective Date. (c) Prior to the Effective Date, the rights to cause the Company to register Registrable Securities granted to the Investors by the Company under Section 4 of this Agreement may be assigned in full by an Investor in connection with a transfer by such Investor of not less than 1,000,000 shares of Common Stock in a single transaction to a single transferee purchasing as principal, provided, however, that (i) such transfer is otherwise effected in accordance with applicable securities laws; (ii) such Investor gives prior written notice to the Company; and (iii) such transferee agrees to comply with the terms and provisions of this Agreement in a form reasonably satisfactory to the Company, and such transfer is otherwise in compliance with this Agreement. (d) If at any time or from time to time after the Effective Date, the Company notifies the Investors in writing of the effective date existence of a Potential Material Event (as defined in Section 4(e) below), the Investors shall not offer or sell any Registrable Securities or engage in any other transaction involving or relating to Registrable Securities, from the time of the Registration Statement or the date giving of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” notice with respect to a Potential Material Event until the Registration Statement, any Preliminary Prospectus Investors receives written notice from the Company that such Potential Material Event either has been disclosed to the public or the Prospectus no longer constitutes a Potential Material Event. If a Potential Material Event shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or occur prior to the time when sales Filing Deadline, then the Company’s obligation to file such Registration Statement shall be delayed for not more than fifty (50) calendar days. The Company must, if lawful and practicable, give the Investors notice in writing at least two (2) Trading Days prior to the first day of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale Informationblackout period.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 287200), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 2620, 2009, 2025 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic automatically effective shelf registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 S-3ASR (File No. 333-159479) 212916), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 172730), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Base Prospectus” means the Base Prospectus and any prospectus filed with included in the Commission pursuant to Rule 424(a) under Registration Statement at the Securities Act that omits Rule 430 Informationtime of its effectiveness, and the term “Prospectus” means the Base Prospectus as supplemented by the prospectus supplement specifically relating to the Shares in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary the Base Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary the Base Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary the Base Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary the Base Prospectus dated May 26March 10, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale Information2011.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 274367), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included or incorporated by reference in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26September 6, 2009, 2023 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. (a) The Company has prepared shall prepare and filed file with the Securities SEC within one hundred and Exchange Commission twenty (120) calendar days after the Closing Date (the “CommissionFiling Deadline”) a registration statement (on Form S-1, or other appropriate registration statement form) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 (File No. 333-159479) including a base prospectus (the “Base Prospectus”), relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; ), at the sole expense of the Company (except as specifically provided in Section ‎4.2 of this Agreement) so as to permit a public offering and as used herein, resale of the term Shares and the Warrant Shares (the “Preliminary Prospectus” means Registrable Securities”) in the Base Prospectus and any prospectus filed with the Commission pursuant to Rule 424(a) United States under the Securities Act that omits Rule 430 Informationby the Investors as selling stockholders. The Company shall use its reasonable best efforts to cause such Registration Statement to become effective as soon as possible thereafter, and within the term “Prospectus” means earlier of: (i) one hundred and eighty (180) calendar days after the prospectus Closing Date (or two hundred and ten (210) calendar days in the form first used event the SEC shall elect to review the Registration Statement), or (or made available upon ii) five (5) calendar days after the SEC clearance to request acceleration of purchasers pursuant to Rule 173 effectiveness (the “Effectiveness Deadline”). The Company will notify the Investors of the effectiveness of the Registration Statement (the “Effective Date”) within five (5) Trading Days. (b) The Company will maintain the Registration Statement filed under Section 4 of this Agreement effective under the Securities Act) in connection with confirmation of sales Act until the earlier of the Securities. Any reference in this Agreement date (i) all of the Registrable Securities have been sold pursuant to the such Registration Statement, any Preliminary Prospectus or (ii) the Prospectus Investors receive an opinion of counsel to the Company, which opinion and counsel shall be deemed reasonably acceptable to refer the Investors, that the Registrable Securities may be sold under the provisions of Rule 144 without limitation as to and include volume, (iii) all Registrable Securities (or all Warrants, in the documents incorporated by reference therein pursuant case of Warrants not then exercised) have been otherwise transferred to Item 12 of Form S-3 persons who may trade the Registrable Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Registrable Securities not bearing a restrictive legend, (iv) all Registrable Securities may be sold without any time, volume or manner limitations pursuant to Rule 144 or any similar provision then in effect under the Securities Act in the opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Investors, or (v) one (1) year from the Effective Date. (c) Prior to the Effective Date, the rights to cause the Company to register Registrable Securities granted to the Investors by the Company under Section 4 of this Agreement may be assigned in full by an Investor in connection with a transfer by such Investor of not less than 1,000,000 shares of Common Stock in a single transaction to a single transferee purchasing as principal, provided, however, that (i) such transfer is otherwise effected in accordance with applicable securities laws; (ii) such Investor gives prior written notice to the Company; and (iii) such transferee agrees to comply with the terms and provisions of this Agreement in a form reasonably satisfactory to the Company, and such transfer is otherwise in compliance with this Agreement. (d) If at any time or from time to time after the Effective Date, the Company notifies the Investors in writing of the effective date existence of a Potential Material Event (as defined in Section 4(e) below), the Investors shall not offer or sell any Registrable Securities or engage in any other transaction involving or relating to Registrable Securities, from the time of the Registration Statement or the date giving of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” notice with respect to a Potential Material Event until the Registration Statement, any Preliminary Prospectus Investors receives written notice from the Company that such Potential Material Event either has been disclosed to the public or the Prospectus no longer constitutes a Potential Material Event. If a Potential Material Event shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or occur prior to the time when sales Filing Deadline, then the Company’s obligation to file such Registration Statement shall be delayed without penalty for not more than fifty (50) calendar days. The Company must, if lawful and practicable, give the Investors notice in writing at least two (2) Trading Days prior to the first day of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale Informationblackout period.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 135401), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus and any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus (as defined below) or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus (as defined below) or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a the preliminary prospectus supplement, including the base prospectus, as amended and supplemented to the Time of Sale (the “Preliminary Prospectus dated May 26Prospectus”), 2009, the final term sheet contemplated by Section 4(a) hereof and each any “free-issuer free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA Annex B hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 S-1 (File No. 333-159479) 195505), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. Any If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”). All references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the documents incorporated by reference therein pursuant to Item 12 subsequent filing of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date document under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are is deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”Sale (as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Schedule II, the “Time of Sale InformationDisclosure Package”): a Preliminary Prospectus dated May 26[●], 2009, 2014 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationII hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479139203) including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. Any If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference in this Agreement herein to the term “Registration Statement, any Preliminary Prospectus or the Prospectus ” shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Rule 462 Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”Sale (as defined below), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 2623, 20092007, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA Annex B hereto as constituting part of and the Time of Sale Informationpricing information set forth on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under an automatic shelf registration statement on Form S-3 (Registration No. 333-255070), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities. Such registration statement, including the exhibits and schedules thereto and any post-effective amendments thereto, at the time it became effective for purposes of Section 11 of the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 (File No. 333-159479) including a base prospectus (the “Base Prospectus”), relating to various securities any required information deemed to be issued from time to time by the Company, including the Securities. Such registration statement, as amended a part thereof at the time it becomes effective, including the information, if any, deemed of effectiveness pursuant to Rule 430A, 430B or and 430C under (the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”)) under the Securities Act, is referred to herein as called the “Registration Statement”; and as used herein, the term “Preliminary Prospectus.” means Any preliminary prospectus supplement to the Base Prospectus and any prospectus filed with the Commission pursuant to Rule 424(a) under that describes the Securities Act and the offering thereof that omits Rule 430 Information, Information and is used prior to filing of the final prospectus relating to the Securities and the offering thereof is called, together with the Base Prospectus, a “preliminary prospectus.” The term “Prospectus” means shall mean the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesSecurities after the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”). If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement herein to the Registration Statement, any Preliminary Prospectus preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, Act as of the effective date of the Registration Statement or the date of such Preliminary Prospectus preliminary prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” amendment or “supplement” with respect supplement to the Registration Statement, any Preliminary Prospectus preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents document filed after the date of such date Registration Statement, preliminary prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Exchange Act”) ), that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have in such Registration Statement, preliminary prospectus or Prospectus, as the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale Informationcase may be.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 S-1 (File No. 333-159479) 244399), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference thereinbe. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26August 18, 2009, 2020 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 212709), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares and filed with the Commission pursuant to Rule 424(b) under the Securities Act. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26March 27, 2009, 2017 and each “free-free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 203971), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. Any reference in this Agreement to the Registration Statement, the Pricing Disclosure Package, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any be. Any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectively, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26November 6, 20092017, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) ), if any, listed on Schedule IIA Annex B hereto as constituting part of and the Time of Sale Informationinformation listed on Annex C hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 S-1 (File No. 333-159479) 333- [●]), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference thereinbe. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26[●], 2009, 2017 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has Transaction Entities have prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 196647), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; ;” and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Transaction Entities have filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference thereinbe. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company Transaction Entities had prepared the following information (collectivelycollectively with the pricing information set forth on Annex C, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26[—], 2009, 2014 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex C hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 F-3 (File No. 333-159479) 230630), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesOffered ADSs. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 261, 2009, 2019 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 202712), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex B, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26[—], 2009, 2015 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 333- 250110), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26November 16, 2009, 2022 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 221421), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; ;” and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26August 1, 2009, 2018 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company Trust has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 152922), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Capital Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Capital Securities. If the Trust has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Capital Securities were first made (the “Time of Sale”), the Company Trust had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26August 11, 20092008, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA Annex A hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 240286), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. Any reference in this Agreement underwriting agreement (the “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A hereto, the “Time of Sale InformationPricing Disclosure Package”): a the Preliminary Prospectus dated May 26November 30, 2009, 2020 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 238007), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26October 17, 2009, 2022 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 333-[•]), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference thereinbe. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 184037), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus prospectus dated September 21, 2012 included in such registration statement that omits Rule 430 Information and any the preliminary prospectus supplement filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act that omits Rule 430 Informationon May 12, 2014 and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities Shares were first made (the “Time of Sale”), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex B, the “Time of Sale Information”): a Preliminary Prospectus dated May 2612, 20092014, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) ), if any, listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 155745), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities the Shares and the Rights relating to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as hereinafter defined), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex B, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus (consisting of a preliminary prospectus supplement dated May 26August 10, 2009 and a base prospectus dated January 30, 2009, ) and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 187666), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before it became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 3:00 p.m., New York City time, on April 9, 2013, the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26April 9, 20092013, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 199176), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus supplement included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus, including prospectus supplement, in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex B, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26December 10, 2009, 2014 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 199176), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus supplement included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus, including prospectus supplement, in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26March 31, 2009, 2015 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 162894), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments or supplements thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26November 5, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA Annex D hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 S-1 (File No. 333-159479) 203190), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference thereinbe. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26[·], 2009, 2015 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 287860), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Base Prospectus” means the Base Prospectus and any prospectus filed with included in the Commission pursuant to Rule 424(a) under Registration Statement at the Securities Act time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary the Base Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary the Base Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary the Base Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary the Base Prospectus dated May 26, 2009, and each “free-free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 S-3ASR (File No. 333-159479) 226908), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectively, with the pricing information set forth on Annex B, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May November 26, 20092018, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 237838), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectively, with the pricing information set forth on Annex A hereof, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26February 23, 2009, 2021 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 202466), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; ;” and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26March 8, 2009, 2017 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has Transaction Parties have prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File NoNos. 333-159479) 279115 and 333-279115-01), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including Securities and the SecuritiesGuarantee. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Transaction Parties have filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company Transaction Parties had prepared the following information (collectively, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26September 23, 2009, 2025 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part Annex A hereto, including a Pricing Term Sheet substantially in the form of the Time of Sale InformationAnnex C hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 210612), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness and the preliminary prospectus supplement to be filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act on April 19, 2016 and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26April 19, 2009, 2016 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) ), if any, listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 239060), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 4:05 p.m., New York City time, on May 17, 2023, the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 2617, 2009, 2023 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 202466), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; ;” and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26September 11, 2009, 2017 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 232488), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26October 20, 2009, 2020 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company Partnership has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 S-1 (File No. 333-159479) 214237), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesUnits. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; ;” and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesUnits. If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company Partnership had prepared the following information (collectively, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26November 3, 2009, 2016 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 181377), including a base prospectus (the “Base Basic Prospectus”), relating to various the debt securities to be issued from time to time by the Company. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Act, including that automatically became effective not more than three years prior to the Securitiesdate hereof. Such The Company has also filed, or proposes to file, with the Commission pursuant to Rule 424 under the Securities Act a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”). The registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; ;” and as used herein, the term “Preliminary Prospectus” means the Base Basic Prospectus and any as supplemented by the prospectus filed with the Commission pursuant supplement specifically relating to Rule 424(a) under the Securities Act that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used to confirm sales (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesSecurities and the term “Preliminary Prospectus” means the preliminary prospectus supplement, if any, specifically relating to the Securities together with the Basic Prospectus. Any reference Capitalized terms used but not defined herein shall have the meanings given to such terms in this Agreement the Registration Statement and the Prospectus. References herein to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to therein. The terms “amend”, supplement,” “amendment” or and “supplementamend” as used herein with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that subsequent to the date of this Underwriting Agreement which are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have For purposes of this Underwriting Agreement, the meanings given to such terms in term “Effective Time” means each effective date of the Registration Statement and with respect to the Prospectusoffering of Securities, as determined for purposes of Section 11 of the Securities Act. At or prior to the time when sales of the Securities were first made 2:20 P.M., New York City time, on February 11, 2013 (the “Time of Sale”), the Company had prepared the following will prepare certain information (collectively, the “Time of Sale Information”): a ) which information will include the Preliminary Prospectus dated May 26, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the which will be identified in Schedule 2 hereto for such offering of Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 174254), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available to the Underwriters by the Company upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26June 14, 2009, 2011 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 333‑284369), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement placement agency agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S‑3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made 8:30 P.M., New York City time, on December 2, 2025 (the “Time of Sale”Applicable Time), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Exhibit B, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26December 1, 2009, 2025 and each “free-writing free‑writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationExhibit A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 266651), including a base prospectus relating to the Shares (the “Base Prospectus”), relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act, the preliminary prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26February 7, 2009, 2023 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 201838), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26July 14, 2009, 2015 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 206047), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesUnits. Such registration statement, as amended amended, at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesUnits. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectively, the “Time of Sale InformationPricing Disclosure Package”): (a) a Preliminary Prospectus dated May 26November 30, 20092016, and (b) each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA Annex A hereto as constituting part of and (c) the Time of Sale Informationpricing information listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 206172), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus prospectus dated August 6, 2015 included in such Registration Statement that omits Rule 430 Information and any the preliminary prospectus supplement filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act that omits Rule 430 Informationon September 30, 2015 and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities Shares were first made (the “Time of Sale”), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex B, the “Time of Sale Information”): a Preliminary Prospectus dated May 26September 30, 20092015, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) ), if any, listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex B hereto.

Registration Statement. The Company has Issuers and MPT have prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 213027), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) or 424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Issuers and MPT have filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company Issuers and MPT had prepared the following information (collectively, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26March 14, 2009, 2017 relating to the Securities and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 283781), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Companycertain securities, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus any prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a any Preliminary Prospectus dated May 26included, 2009or deemed to be included, in the Registration Statement, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 176006), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available to the Underwriters by the Company upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the applicable effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 2620, 2009, 2013 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 333- 237461), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any prospectus relating to the Base Prospectus Registration Statement (and any prospectus amendments thereto) filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made 3:25 p.m. New York City Time on November 18, 2020 (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26November 18, 20092020, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA Annex A hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 195071), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C (“Rule 430 Information”) or Rule 424(b) under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”)under the rules and regulations of the Commission, is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus and any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with the confirmation of sales of the SecuritiesShares and the term “Preliminary Prospectus” means any preliminary form of the Prospectus. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26, 2009, the base prospectus filed as part of the Registration Statement and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 255340), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesOrdinary Shares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesUnderwritten Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made 5:25 p.m., New York City time, on April 20, 2021 (the “Time of SaleApplicable Time”), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A hereto, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26April 19, 2009, 2021 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 180439), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Underwriting Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to April 18, 2013, the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26April 15, 20092013, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part Annex A hereto. The Company intends to use the proceeds of the Time offering of Sale Informationthe Securities, along with the proceeds of a concurrent equity offering by the Company (the “Equity Offering”), to finance the acquisition of certain producing and undeveloped oil and gas interests in the Delaware Basin in ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Counties, Texas (the “Acquired Assets”) from ▇▇▇▇▇▇▇▇ Oil & Gas, LP (the “Transactions”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 228321), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before it became effective, any prospectus filed with the Commission pursuant to Rule 424(a) or 424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available to the Underwriters upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 2:45 p.m., New York City time, on October 7, 2020, the time when sales of the Securities were first made (the “Time of SaleExecution”), the Company had prepared the following information (collectively, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26October 7, 2009, 2020 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA Annex A hereto as constituting part of the Time of Sale InformationPricing Disclosure Package.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 208806), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26November 1, 2009, 2017 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 213509), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 3:20 p.m. New York City time, October 1, 2018, the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26October 1, 20092018, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 S-3ASR (File No. 333-159479) 198598), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26January 20, 2009, 2015 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 333- 234547), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities certain securities, including the Shares, to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26February 2, 2009, 2021 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 F-1 (File No. 333-159479) 191221), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesADSs. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesADSs. Any If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference in this Agreement herein to the term “Registration Statement, any Preliminary Prospectus or the Prospectus ” shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Rule 462 Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Shares by the Underwriters. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26September , 20092013 (collectively with the pricing information set forth on Annex B, and each the “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationPricing Disclosure Package”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “"Securities Act”"), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479102388) including a base prospectus (the “"Base Prospectus”"), relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C 430A under the Securities Act to be part of the registration statement at the time of its effectiveness (“"Rule 430 Information”"), is referred to herein as the “"Registration Statement”"; and as used herein, the term “"Preliminary Prospectus” " means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before it became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 430A Information, and the term “"Prospectus” " means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of confirm sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “"amend”", “"amendment” " or “"supplement” " with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “"Exchange Act”") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 213513), including a base prospectus (the “Base Prospectus”)prospectus, relating to various the Shares and certain other debt and equity securities to be issued by the Company from time to time by the Company, including the Securitiestime. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus preliminary prospectus supplement of the Company dated September 6, 2016 and any prospectus filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act together with the prospectus included in the Registration Statement at the time of its effectiveness that omits omitted Rule 430 Information, and the term “Prospectus” means the final prospectus supplement in the form first used furnished to the Underwriters (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) for use in connection with confirmation of sales of the SecuritiesShares together with the prospectus included in the Registration Statement at the time of its effectiveness that omitted Rule 430 Information. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectively, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26September 6, 2009, 2016 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 208870), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26November 13, 2009, 2017 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 223067), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities, the Issuable Common Stock (as defined below), the Purchase Contracts and the Amortizing Notes. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A-1, the “Time of Sale InformationPricing Disclosure Package”): a an Amended Preliminary Prospectus dated May 26January 8, 2009, 2019 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A-1 hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 267884), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26March 29, 2009, 2023 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 275112), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had has prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a the Preliminary Prospectus dated May 26Prospectus, 2009, all Purchase Agreements and each “free-any issuer free writing prospectus” (prospectus as defined pursuant in Rule 433 of the Act, if any, that the parties thereto shall hereafter expressly agree in writing to Rule 405 under the Securities Act) listed on Schedule IIA hereto treat as constituting part of the Time of Sale InformationPricing Disclosure Package.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 268329), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26October 11, 2009, 2023 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 287208), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusProspectus or in Section 16 hereto. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 2613, 2009, 2025 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company Operating Partnership has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 289089), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 2:55 P.M. New York City time, the time when sales of the Securities were first made (the “Time of Sale”), the Company and the Operating Partnership had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26November 13, 2009, 2025 and each “free-free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex C hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic a shelf registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 258768), including a base prospectus (the “Base Prospectus”)prospectus, relating to various certain securities to be issued from time to time by of the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto), any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26October 12, 2009, 2021 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 S-1 (File No. 333-159479) 333-[●]), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference thereinbe. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26[●], 2009, 2019 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 272328), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 4:10 p.m. (New York City time), the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26November 20, 20092024, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part Annex A hereto. The Company intends to use the proceeds of the Time offering of Sale Informationthe Securities to repay its senior secured term loan facility due 2028 and its senior secured term loan facility due 2030 and, to the extent of any remaining net proceeds, for general corporate purposes (the “Transactions”). This Agreement, the Securities and the Indenture are collectively referred to herein as the “Transaction Documents”.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 170196), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26November 29, 20092011, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA Annex B hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic a shelf registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 232955), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26March 15, 2009, 2021 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 333- 264674), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be , and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26December 11, 20092023, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 215400), as amended by Post-Effective Amendment No. 1 thereto, including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; ;” and as used herein, the term “Preliminary Prospectus” means the Base Prospectus and any prospectus filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such the Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex B, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26April 16, 2009, 2018 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 271708), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before it became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act Act, the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this Underwriting Agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 4:30 p.m. (New York time) on June 11, 2025, the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26June 10, 2009, 2025 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA Annex B hereto (including the Pricing Term Sheet attached hereto as constituting part of the Time of Sale InformationAnnex C).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 333-[ ]), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference thereinbe. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26, 2009, [-] and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 291146), including a base prospectus (the “Base Prospectus”), relating to various securities ) to be issued from time to time by used in connection with the Company, including public offering and sale of the SecuritiesShares. Such registration statement, as amended at the time it becomes effectiveamended, including the information, if any, deemed pursuant to Rule 430A, 430A or 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and .” Any preliminary prospectus supplement describing the offering of the Shares that is used prior to the filing of the Prospectus (as used hereindefined below), together with the term Base Prospectus, is called a “Preliminary Prospectus,” means the Base Prospectus and any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act that omits Rule 430 Information, and the term “Prospectus” means the final prospectus supplement to, and together with, the Base Prospectus that describes the offering of the Shares in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior For purposes hereof, any reference to the time when sales Preliminary Prospectus includes the Canadian preliminary offering memorandum, dated October 29, 2025 regarding the offer for sale of the Securities were first Shares being made (in the “Time provinces of Sale”)British Columbia, Alberta, Ontario and Québec. For purposes hereof, any reference to the Company had prepared Prospectus includes the following information (collectivelyCanadian final offering memorandum, the “Time of Sale Information”): a Preliminary Prospectus dated May 26, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time date of Sale Informationthis Agreement, regarding the offer for sale of the Shares being made in the provinces of British Columbia, Alberta, Ontario and Québec.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 161809), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus prospectus dated September 9, 2009 included in such registration statement that omits Rule 430 Information and any the preliminary prospectus supplement filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act that omits Rule 430 Informationon December 7, 2010 and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities Shares were first made (the “Time of Sale”), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex B, the “Time of Sale Information”): a Preliminary Prospectus dated May 26December 7, 20092010, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) ), if any, listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex B hereto.

Registration Statement. The Company Depositor has prepared and filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 SF-3 (File No. 333-159479) including 226123), as amended, relating to the Offered Certificates. The Depositor also has prepared and filed with the Commission a base preliminary prospectus dated June 4, 2019 (the “Base Preliminary Prospectus”), specifically relating to various securities the Offered Certificates, in accordance with Rule 424(h) and Rule 430(D) under the Securities Act. The Depositor also has filed with, or proposes to be issued from time file with, the Commission pursuant to time by Rule 424(b) under the CompanySecurities Act a prospectus dated June 13, including 2019, specifically relating to the SecuritiesOffered Certificates (the “Prospectus”). Such The registration statement, statement as amended at the time when it becomes became effective, including the informationor, if anya post-effective amendment is filed with respect thereto, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement as amended by such post-effective amendment at the time of its effectiveness (“Rule 430 Information”)effectiveness, is referred to herein in this Agreement as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus.” means the Base Prospectus and any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this Agreement to the Registration StatementStatement used in connection with the offering of the Offered Certificates, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any exhibits thereto and the documents incorporated by reference therein pursuant to Item 12 10(d) of Form S-3 SF-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such the Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any the Preliminary Prospectus or and the Prospectus shall be deemed to refer to and include any documents filed after such the date the Registration Statement became effective, or the date of the Preliminary Prospectus or the Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales to investors of the Securities Offered Certificates were first made (the “Time of Sale”), the Company Depositor had prepared the following information (collectively, the “Time of Sale Information”): (i) a Preliminary Prospectus structural and collateral term sheet dated May 26June 4, 2009, and each 2019 (the “free-Term Sheet”) constituting a “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part (a “Free Writing Prospectus”) and (ii) the Preliminary Prospectus. If, subsequent to the date of this Agreement, the Depositor and the Underwriters have determined that such Time of Sale Information included an untrue statement of material fact or omitted 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 and the applicable Underwriters have terminated their old purchase contracts and entered into new purchase contracts with investors in the Offered Certificates, then “Time of Sale Information” will refer to the information available to investors at the time of entry into the first such new purchase contract, including any information contained in any Corrected Supplement (as defined in Section 8(k)) and/or any Corrected Free Writing Prospectus (as defined in Section 8(l)) that corrects such material misstatements or omissions (“Corrective Information”), and “Time of Sale” will refer to the time and date on which such new purchase contracts were entered into.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 S-3ASR (File No. 333-159479) 258097), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the Securities. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectively, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26December 6, 2009, 2021 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex C hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 211368), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26November 15, 2009, 2016 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 265408), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any preliminary prospectus (including any preliminary prospectus supplement) relating to the Base Prospectus and any prospectus offering of the Shares in the form filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26January 29, 2009, 2024 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “"Securities Act”"), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479107325) including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C 430A under the Securities Act to be part of the registration statement at the time of its effectiveness (“"Rule 430 430A Information”"), is referred to herein as the “"Registration Statement”"; and as used herein, the term “"Preliminary Prospectus” " means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before it became effective, and any prospectus (including any prospectus supplement) filed with the Commission pursuant to Rule 424(a424 under the Securities Act filed after the time such registration statement became effective, and the term "Prospectus" means the prospectus (including any prospectus supplement) in the form first used to confirm sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act that omits (the "Rule 430 Information462 Registration Statement"), and then any reference herein to the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant "Registration Statement" shall be deemed to include such Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “"amend”", “"amendment” " or “"supplement” " with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “"Exchange Act”") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 26, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 262892), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26March 17, 2009, 2022 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 333-[—]), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference thereinbe. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26January [—], 2009, 2015 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 268119), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments ​ thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26, 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 statement (File No. 333-159479) 224462), including a base prospectus (the “Base Prospectus”), relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the . The term “Preliminary Prospectus” means the Base Prospectus and any preliminary prospectus supplement used or filed with the Commission pursuant to Rule 424(a) under 424(b), in the Securities Act that omits Rule 430 Information, and form provided to the Underwriter by the Company for use in connection with the offering of the Shares. The term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are and incorporated or deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26February 7, 2009, 2019 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as defined in Rule 405 of the Securities Act, statement on Form S-3 (File No. 333-159479) 287200), including a base prospectus (the “Base Prospectus”)prospectus, relating to various securities to be issued from time to time by the Company, including the SecuritiesShares. Such registration statement, as amended at the time it becomes became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Base Prospectus each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the SecuritiesShares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made Applicable Time (the “Time of Sale”as defined below), the Company had prepared the following information (collectivelycollectively with the pricing information set forth on Annex A, the “Time of Sale InformationPricing Disclosure Package”): a Preliminary Prospectus dated May 26September 3, 20092025, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IIA hereto as constituting part of the Time of Sale InformationAnnex A hereto.