Common use of Compliance with Registration Requirements Clause in Contracts

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection Section 1(a) shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 9 hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for is eligible to use of Form S-3 under the 1933 ActN-2. The Registration Statement (and the Registration Statement as amended by any post-effective amendment if the Company shall have made any amendments thereto has become after the effective date of the Registration Statement) became effective upon filing under the 1933 Act with the Commission and no stop order suspending the effectiveness of the Registration Statement (and the Registration Statement as amended by any post-effective amendment if the Company shall have made any amendments thereto after the effective date of the Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including became effective, at the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective Applicable Time and at each Representation Datethe Closing Time, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the rules and regulations of the Commission thereunder (the “1933 1940 Act Regulations”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued, and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoingThe Prospectus, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, thereto complied when so filed in all material respects with the 1933 Act, the 1933 Act Regulations and the Preliminary 1940 Act except for any corrections to the preliminary prospectus that are made in the Prospectus and the preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T. As of the Applicable Time, the preliminary prospectus, together with the information included on Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, as of the Applicable Time, and as of the Closing Time, the Marketing Materials (as defined below), together with the information contained in the General Disclosure Package, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and (ii) at the time they were filed with the Commission, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to Underwriter Information (as defined in Section 8(a) hereof). The Preliminary Prospectus and the Company in writing by any Underwriter through Prospectus, at the Representatives expressly for use therein. Each preliminary prospectus and prospectus time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to via XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for is eligible to use of Form S-3 under the 1933 ActN-2. The Registration Statement (and the Registration Statement as amended by any post-effective amendment if the Company shall have made any amendments thereto after the effective date of the Registration Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (and the Registration Statement as amended by any post-effective amendment if the Company shall have made any amendments thereto after the effective date of the Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including became effective, at the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective Applicable Time and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the rules and regulations of the Commission thereunder (the “1933 1940 Act Regulations”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued, and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoingThe Prospectus, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, thereto complied when so filed in all material respects with the 1933 Act, the 1933 Act Regulations and the Preliminary 1940 Act except for any corrections to any preliminary prospectus that are made in the Prospectus and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. As of the Applicable Time, the preliminary prospectus supplement, dated ·, together with the base prospectus, dated ·, as filed with the Commission on ·, and the information included on Schedule B hereto [(which information the Representatives have informed the Company is being conveyed orally by the Underwriters to prospective purchasers at or prior to the Underwriters’ confirmation of sales of Underwritten Securities in the offering)], all considered together (collectively, the “General Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, as of the Applicable Time, and as of the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Marketing Materials (as defined below), together with the information contained in the General Disclosure Package, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActSEC, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Parent Guarantor and the Issuer meet the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyParent Guarantor or the Issuer, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional or supplemental information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the CompanyParent Guarantor’s and the Issuer’s most recent jointly-filed Annual Report on Form 10-K with the CommissionCommission (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules and regulations of the Commission thereunder (the “1933 Securities Act Regulations”) and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and (ii) did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing DateDate (and with regards to the Preliminary Prospectus, as of its date), neither the Preliminary Prospectus nor the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 ActForm T-1”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company Parent Guarantor or the Issuer in writing by any Underwriter through the Representatives Lead Managers expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. Each preliminary prospectus and prospectus filed as part of the Registration Statement Statement, as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Securities Act, complied when so filed in all material respects with the 1933 Securities Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Prologis and the Issuer meet the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyIssuer, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional or supplemental information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of Prologis’ and the CompanyIssuer’s most recent jointly-filed Annual Report on Form 10-K with the CommissionCommission (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules and regulations of the Commission thereunder (the “1933 Securities Act Regulations”) and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and (ii) did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing DateDate (and with regards to the Preliminary Prospectus, as of its date), neither the Preliminary Prospectus nor the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 ActForm T-1”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company Issuer in writing by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof (the “Underwriter Information”). Each preliminary prospectus and prospectus filed as part of the Registration Statement Statement, as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Securities Act, complied when so filed in all material respects with the 1933 Securities Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Transaction Parties and Prologis meet the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Companyany Transaction Party, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional or supplemental information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of Prologis’ and the CompanyParent Guarantor’s most recent jointly-filed Annual Report on Form 10-K with the CommissionCommission (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules and regulations of the Commission thereunder (the “1933 Securities Act Regulations”) and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and (ii) did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the ProspectusProspectus and, and at the Closing DateDate (and with regards to the Preliminary Prospectus, as of its date), neither the Preliminary Prospectus nor the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 ActForm T-1”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company any Transaction Party in writing by any Underwriter through the Representatives Lead Managers expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(b) hereof (the “Underwriter Information”). Each preliminary prospectus and prospectus filed as part of the Registration Statement Statement, as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Securities Act, complied when so filed in all material respects with the 1933 Securities Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Base Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper) included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the information described as such in Section 7 hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActSEC, complied when so filed in all material respects with the 1933 Act Regulations requirements of the Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes willthe Securities, at the time of such delivery, was or will be, as the case may be, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company Partnership meets the registrant requirements for the use of Form S-3 to register under the 1933 ActAct the offer and sale of the Units as described in the Prospectus. The No other document with respect to the Original Registration Statement or document incorporated by reference therein has heretofore been filed, or transmitted for filing, with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the 1933 Act Regulations previously approved by the Representative). Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and Act, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyPartnership, are contemplated by the Commission, and any request on the part of the Commission for additional supplemental information pursuant to Rule 418 under the 1933 Act has been complied with. At As of the respective times date of this Agreement and as of any other applicable effective date of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective thereto, and at the Closing Time (and if any Option Units are purchased, at each Representation DateDate of Delivery), the Registration Statement, any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was or will be issued and at the Closing Time (and if any Option Units are purchased, at each Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Original Registration Statement as originally filed or as part of any amendment thereto, or ) complied when so filed pursuant to Rule 424 under the 1933 Act424(b), complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was substantively identical to any the electronically transmitted copies thereof filed with the Commission pursuant to by means of XXXXX, except to the extent permitted by Regulation S-T.T. As of the Applicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time (as defined below), the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule A hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the statements made by the Partnership in the Prospectus and the General Disclosure Package, including any document incorporated by reference therein that has not been superseded or modified, within the coverage of Rule 175(b) of the 1933 Act, including (but not limited to) any projections of results of operations or statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. (A) At the time of filing the Registration Statement and any post-effective amendments thereto, (B) at the earliest time thereafter that the Company or another offering participant made a bona fide offer of the Securities, and (C) at the date hereof, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-is an automatic shelf registration statement as defined in Rule 405, the Company is eligible to use the Registration Statement as an automatic shelf registration statement, the Registration Statement became effective amendment thereto has become effective on filing with the Commission under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the rules and regulations Trust Indenture Act of the Commission thereunder 1939, as amended (the “1933 Act Regulations1939 Act”) ), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. As of the Applicable Time (as defined below), neither (x) the Issuer-Represented General Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for is eligible to use of Form S-3 under the 1933 ActN-2. The Registration Statement (and the Registration Statement as amended by any post-effective amendment if the Company shall have made any amendments thereto has become after the effective date of the Registration Statement) became effective upon filing under the 1933 Act with the Commission and no stop order suspending the effectiveness of the Registration Statement (and the Registration Statement as amended by any post-effective amendment if the Company shall have made any amendments thereto after the effective date of the Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including became effective, at the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective Applicable Time and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the rules and regulations of the Commission thereunder (the “1933 1940 Act Regulations”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued, and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoingThe Prospectus, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, thereto complied when so filed in all material respects with the 1933 Act, the 1933 Act Regulations and the Preliminary 1940 Act except for any corrections to the preliminary prospectus that are made in the Prospectus and the preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and (ii) at the time they were filed with the Commission, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time, the preliminary prospectus, together with the information included on Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, as of the Applicable Time, and as of the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Marketing Materials (as defined below), together with the information contained in the General Disclosure Package, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with Registration Requirements. A registration statement on Form S-11 (File No. 333- 153135), including a preliminary prospectus, for the registration of the Offered Shares has been prepared by the Company in accordance with applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (the “Securities Act Regulations”), and was initially filed with the Commission on August 22, 2008 (the “Registration Statement”). The Company meets has prepared and filed such amendments thereto, if any, and such amended preliminary prospectuses, if any, as may have been required to the requirements for use of Form S-3 under date hereof and will file such additional amendments and supplements thereto as may hereafter be required. As used in this Agreement, the 1933 Act. The term “Registration Statement” means the Registration Statement, as amended through the date hereof, except that, if the Company files any post-effective amendments to the Registration Statement, “Registration Statement” shall refer to the Registration Statement and as so amended by the last post-effective amendment declared effective; the term “Effective Date” means the applicable date upon which the Registration Statement or any post-effective amendment thereto is or was first declared effective by the Commission; the term “Prospectus” means the prospectus, as amended or supplemented, on file with the Commission at the Effective Date of the Registration Statement (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), except that if the Prospectus is amended or supplemented after the Effective Date, the term “Prospectus” shall refer to the Prospectus as amended or supplemented to date, and if the Prospectus filed by the Company pursuant to Rule 424(b) or 424(c) of the Securities Act Regulations shall differ from the Prospectus on file at the time the Registration Statement or any post-effective amendment to the Registration Statement shall become effective, the term “Prospectus” shall refer to the Prospectus filed pursuant to either Rule 424(b) or 424(c) of the Securities Act Regulations from and after the date on which it shall have been filed with the Commission; and the term “Filing Date” means the applicable date upon which the initial Prospectus or any amendment or supplement thereto is filed with the Commission. As of the date hereof, the Commission has become effective under the 1933 Act and no not issued any stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated before or threatened by the CommissionCommission under the Securities Act. The Registration Statement and the Prospectus, and any request on the part further amendments or supplements thereto, will, as of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation applicable Effective Date or Filing Date, as the Registration Statement and any amendments thereto complied and will case may be, comply in all material respects with the requirements of the 1933 Securities Act and the rules Securities Act Regulations; the Registration Statement does not, and regulations any amendments thereto will not, in each case as of the Commission thereunder (applicable Effective Date, contain an untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the “1933 Act Regulations”) statements therein not misleading; and did not the Prospectus does not, and any amendment or supplement thereto will not not, as of the applicable Filing Date, contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding ; provided, however, that the foregoing, Company and the representations and warranties Operating Partnership make no warranty or representation with respect to any statement contained in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Company in writing by the Dealer Manager or any Underwriter through the Representatives Participating Dealer expressly for use therein. Each preliminary prospectus and prospectus filed as part of in the Registration Statement as originally filed or as part of any amendment theretothe Prospectus, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.amendments or supplements thereto.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-has been declared effective amendment thereto has become effective by the Commission under the 1933 Act and no Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act is in effect and no proceedings for that such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission. The Company meets all applicable requirements for use of Form S-3 under the Securities Act. The Prospectus when filed complied in all material respects with the Securities Act, and any request on (except as may be permitted by Regulation S-T under the part Securities Act) each preliminary prospectus and the Prospectus delivered to Rxxxxxx Jxxxx for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission for additional information has been complied withpursuant to EXXXX. At the respective times the The Registration Statement and any post-effective amendments thereto (including amendment thereto, at the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) time it became effective and each deemed effective date with respect to Rxxxxxx Jxxxx pursuant to Rule 430B(f)(2) of the Securities Act and at each Representation Settlement Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were filed with the Commission under the Exchange Act, complied in all material respects with the requirements of the Exchange Act. The Prospectus (including any Prospectus wrapper), as amended or supplemented, as of its date and at the Closing Dateall subsequent times, neither the Prospectus nor including each Representation Date (as defined in Section 7(n)), did not and will not contain any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties set forth in this subsection shall the three immediately preceding sentences do not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or thereto, the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Rxxxxxx Jxxxx furnished to the Company in writing by any Underwriter through the Representatives Rxxxxxx Jxxxx expressly for use therein, it being understood and agreed that the only such information furnished by Rxxxxxx Jxxxx to the Company consists of the information described in Section 10(b) below. Each preliminary prospectus and prospectus There are no contracts or other documents required to be described in the Prospectus or to be filed as part of exhibits to the Registration Statement as originally filed or as part of any amendment thereto, which have not been described or filed as required. The Company is not an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 424 433(d) under the 1933 Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each free writing prospectus that the Company has filed, complied when so filed or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the 1933 requirements of Rule 433 under the Securities Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed including timely filing with the Commission pursuant or retention where required and legending, and each such free writing prospectus, as of its issue date and as of each Applicable Time, did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein, that has not been superseded or modified. Except for the free writing prospectuses, if any, identified in Schedule 3 hereto furnished to XXXXXRxxxxxx Jxxxx before first use, except to the extent permitted by Regulation S-T.Company has not used or referred to, and will not, without Rxxxxxx Jxxxx’ prior consent, use or refer to, any free writing prospectus.

Compliance with Registration Requirements. A registration statement on Form S-11 (File No. 333-180356), including a preliminary prospectus, for the registration of the Offered Shares has been prepared by the Company in accordance with applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) promulgated thereunder (the “Securities Act Regulations”), and was initially filed with the SEC on March 26, 2012. The Company meets has prepared and filed such amendments thereto and such amended preliminary prospectuses as may have been required to the requirements for use of Form S-3 under date hereof and will file such additional amendments and supplements thereto as may hereafter be required. As used in this Agreement, the 1933 Act. The term “Registration Statement” means the registration statement, as amended through the date hereof, except that, if the Company files any post-effective amendments to the Registration Statement, “Registration Statement” shall refer to the Registration Statement and as so amended by the last post-effective amendment declared effective by the SEC; the term “Effective Date” means the applicable date upon which the Registration Statement or any post-effective amendment thereto is or was first declared effective by the SEC; the term “Prospectus” means the prospectus, as amended or supplemented, on file with the SEC at the Effective Date of the Registration Statement (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein); provided, however, that if the Prospectus is amended or supplemented after the Effective Date, the term “Prospectus” shall refer to the Prospectus as amended or supplemented to date, and if the Prospectus filed by the Company with the SEC pursuant to Rule 424(b) or 424(c) of the Securities Act Regulations shall differ from the Prospectus on file with the SEC at the time the Registration Statement or any post-effective amendment to the Registration Statement shall become effective, the term “Prospectus” shall refer to the Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Regulations from and after the date on which it shall have been filed with the SEC; and the term “Filing Date” means the applicable date upon which the initial Prospectus or any amendment or supplement thereto is filed with the SEC. The terms Registration Statement and Prospectus shall include the documents, if any, incorporated by reference therein. As of the date hereof, the SEC has become effective under the 1933 Act and no not issued any stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated before or threatened by the CommissionSEC under the Securities Act. The Registration Statement and the Prospectus, and any request on the part further amendments or supplements thereto, will, as of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation applicable Effective Date or Filing Date, as the Registration Statement and any amendments thereto complied and will case may be, and, during the term of this Agreement, comply in all material respects with the requirements of the 1933 Securities Act and the rules Securities Act Regulations; the Registration Statement does not, and regulations any amendments thereto will not, in each case as of the Commission thereunder (the “1933 Act Regulations”) and did not and will not applicable Effective Date, contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding ; and the foregoingProspectus does not, the representations and warranties in this subsection shall not apply to (i) that part any amendment or supplement thereto will not, as of the Registration Statement which constitutes applicable Filing Date, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Statement of Eligibility and Qualification on Form T-1 statements therein, in the light of the Trustee circumstances under which they were made, not misleading; provided, however, that the Trust Indenture Act of 1939, as amended (Company and the “1939 Act”) and (ii) statements Operating Partnership make no warranty or representation with respect to any statement contained in or omissions from the Registration Statement or any post-effective amendment or the Prospectus Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Company in writing by the Dealer Manager or any Underwriter through the Representatives Participating Broker-Dealer expressly for use thereinin the Registration Statement or the Prospectus, or any amendments or supplements thereto. Each preliminary prospectus and prospectus filed as part As of the date hereof, the SEC has not issued any stop order suspending the effectiveness of the Registration Statement as originally filed and no proceedings for that purpose have been instituted or as part are pending before or, to the knowledge of any amendment theretothe Company, or filed pursuant to Rule 424 threatened by the SEC under the 1933 Securities Act. As of the date hereof, complied when so filed no jurisdiction in all material respects which the Offered Shares have been or will be offered or sold has issued any notification with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered respect to the Underwriters suspension of the qualification of the Offered Shares for use sale in connection with the offering of Notes willsuch jurisdiction and no proceedings for that purpose have been instituted or are pending or, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.knowledge of the Company, threatened.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s 's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 "1939 Act Regulations”) "), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoingIf Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use thereinin the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEDGAX, except xxcept to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 S-4 under the 1933 ActAct and, on or prior to the Commencement Date, has filed with the Commission the Registration Statement and paid the applicable filing fees. The As of the Acceptance Date, the Registration Statement and any post-effective amendment thereto has have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became become effective and at each Representation the Acceptance Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or and supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding , except that the foregoing, the representations and warranties in this subsection shall foregoing does not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance of such documents based upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives expressly you or on your behalf specifically for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters prepared for use in connection with the offering of Notes Offer will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Securities have been duly registered under the 1933 ActAct pursuant to the Registration Statement. The Initial Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, Company or Southern Union Company (the “Parent”) are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times times, the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation the Closing Date, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At Neither the date of the Prospectus, and at the Closing Date, neither the Final Prospectus nor any amendments or supplements thereto thereto, as of its date, at the Closing Date, and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActAct in connection with the offering of the Securities (including, without limitation, the Final Prospectus and the Statutory Prospectus), complied when so filed in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and prospectus (including, without limitation, the Preliminary Final Prospectus and the Prospectus Statutory Prospectus) and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be Securities was identical to any the electronically transmitted copies copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. As of the Applicable Time, neither (a) any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the Statutory Prospectus as of the Applicable Time and the information included on Exhibit F hereto, all considered together (collectively, the “General Disclosure Package”), nor (b) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus, as of its date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Statutory Prospectus or the Final Prospectus and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement, the Statutory Prospectus, the Final Prospectus or such Issuer Free Writing Prospectus, as the case may be. At the time of filing the Initial Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 0000 Xxx) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act and at the date hereof, the Parent was and is a “well known seasoned issuer” as defined in Rule 405 of the 1933 Act. At the time of filing the Registration Statement and any post-effective amendments thereto and at the date hereof, the Company was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to clause 2 of the definition of such term in Rule 405. The Company and the Parent meet the requirements to incorporate documents by reference into the Registration Statement under the 1933 Act. The documents incorporated by reference in the Registration Statement, the Final Prospectus and the General Disclosure Package at the time they were or hereafter are filed with the Commission complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations, and, when read together with the other information in the Registration Statement, Final Prospectus and the General Disclosure Package, at the time the Final Prospectus and the General Disclosure Package were filed, as applicable, and at the Closing Date, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with Registration Requirements. The Company meets Offerors meet the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 "1939 Act Regulations”) "), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing DateTime, neither the Prospectus nor and any amendments or supplements thereto included or did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoingIf Rule 434 is used, the Offerors will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (iiA) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Xxxxxxx Xxxxx expressly for use thereinin the Registration Statement or Prospectus or (B) that part of the Registration Statement that constitutes the Statement of Eligibility on Form T-1 (the "Form T-1") under the 1939 Act of a trustee. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and (including any post-effective amendment thereto has become Rule 462(b) Registration Statement) is effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or such Rule 462(b) Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At In addition, the respective times Indenture has been duly qualified under the 1939 Act. The Registration Statement and (including any Rule 462(b) Registration Statement), at the time it or any post-effective amendments amendment thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each the Representation Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act and the rules and regulations of the Commission thereunder (under the “1933 1939 Act Regulations”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the The Prospectus, as amended or supplemented, as of its date and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or did not and will include not contain an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, that, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof; and the foregoing representations and warranties are given on the basis that any statement contained in a document incorporated or deemed to be incorporated in the Registration Statement or the Prospectus prior to the Initial Sale Time shall be deemed not to be contained in the Registration Statement or the Prospectus if such statement has been modified or superseded by any statement in the Registration Statement or the Prospectus; provided, further, that the representations and warranties in this subsection shall not apply to that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act. Each preliminary prospectus and The prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or and the preliminary prospectus supplement filed pursuant to Rule 424 under the 1933 Act, Act complied when so filed in all material respects with the 1933 Act Regulations Regulations, and the Preliminary Prospectus preliminary prospectus supplement and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes Offering will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the CommissionCommission subsequent to the date the Registration Statement became effective (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) , and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing DateTime (and if any Option Shares are purchased the Date of Delivery), neither the Prospectus nor and any amendments or and supplements thereto included or did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoingIf Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) expressly for use thereinin the Registration Statement or the Prospectus. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Shares will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-has been declared effective amendment thereto has become effective by the Commission under the 1933 Act and no Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act is in effect and no proceedings for that such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission. The Company meets all applicable requirements for use of Form S-3 under the Securities Act. The Prospectus when filed complied in all material respects with the Securities Act, and any request on (except as may be permitted by Regulation S-T under the part Securities Act) each preliminary prospectus and the Prospectus delivered to Xxxxxxx Xxxxx for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission for additional information has been complied withpursuant to XXXXX. At the respective times the The Registration Statement and any post-effective amendments thereto (including amendment thereto, at the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) time it became effective and each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) of the Securities Act and at each Representation Settlement Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were filed with the Commission under the Exchange Act, complied in all material respects with the requirements of the Exchange Act. The Prospectus (including any Prospectus wrapper), as amended or supplemented, as of its date and at the Closing Dateall subsequent times, neither the Prospectus nor including each Representation Date (as defined in Section 7(n)), did not and will not contain any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties set forth in this subsection shall the three immediately preceding sentences do not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or thereto, the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Xxxxxxx Xxxxx furnished to the Company in writing by any Underwriter through the Representatives Xxxxxxx Xxxxx expressly for use therein, it being understood and agreed that the only such information furnished by Xxxxxxx Xxxxx to the Company consists of the information described in Section 10(b) below. Each preliminary prospectus and prospectus There are no contracts or other documents required to be described in the Prospectus or to be filed as part of exhibits to the Registration Statement as originally filed or as part of any amendment thereto, which have not been described or filed as required. The Company is not an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 424 433(d) under the 1933 Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each free writing prospectus that the Company has filed, complied when so filed or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the 1933 requirements of Rule 433 under the Securities Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed including timely filing with the Commission pursuant or retention where required and legending, and each such free writing prospectus, as of its issue date and as of each Applicable Time, did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein, that has not been superseded or modified. Except for the free writing prospectuses, if any, identified in Schedule 3 hereto furnished to XXXXXXxxxxxx Xxxxx before first use, except to the extent permitted by Regulation S-T.Company has not used or referred to, and will not, without Xxxxxxx Xxxxx’ prior consent, use or refer to, any free writing prospectus.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Base Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Base Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The date of this Agreement is not more than three years subsequent to the initial effective date of the Base Registration Statement. At the respective times the Base Registration Statement and any post-effective amendments thereto became effective (including each deemed effective date with respect to the filing of Underwriters pursuant to Rule 430B or otherwise under the Company’s most recent Annual Report on Form 10-K with the Commission0000 Xxx) became effective and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Base Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At , and the date Prospectus and any amendments or supplements thereto, at their respective times of the Prospectus, issuance and at the Closing DateTime, neither complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding As of the foregoingApplicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule B hereto, all considered together (collectively, the representations and warranties “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements elsewhere in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K (and any amendment thereto) with the CommissionCommission (as so amended, the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement, any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”Regulations (including, without limitation, all applicable requirements of Regulation S-X) and the 1939 Act and the 1939 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor and any amendments or and supplements thereto included or did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company elects to rely upon Rule 434, the Company will comply with the requirements of Rule 434. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use thereinin the Registration Statement or the Prospectus. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act424(b), complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes Securities will, at the time of such delivery, be identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-effective amendment thereto thereto, has become effective under the 1933 Act Securities Act; and no stop order suspending the effectiveness of the such Registration Statement or any part thereof has been issued under the 1933 Act and no proceedings proceeding for that purpose have has been instituted or are pending pending, or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part no notice of objection of the Commission for additional information has been complied with. At to the respective times the Registration Statement and use of such registration statement or any post-effective amendments amendment thereto (including has been received by the filing Company. No order preventing or suspending the use of the Company’s most recent Annual Report Preliminary Prospectus or any Issuer-Represented Free Writing Prospectus has been issued by the Commission, and the Preliminary Prospectus, at the time of filing thereof, complied in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and the Preliminary Prospectus did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriter expressly for use therein or by a Selling Shareholder expressly for use in the preparation of the answers therein to Item 7 of Form S–3. As of the Applicable Time (as defined below), (A) the Preliminary Prospectus, as supplemented by the Issuer-Represented General Free Writing Prospectus(es) (as defined below), if any, and the other information listed on Schedule B-1 hereto, all considered together (collectively, the “General Disclosure Package”), and (B) any individual Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in the Preliminary Prospectus or an Issuer-Represented Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by the Underwriter expressly for use therein or by a Selling Shareholder expressly for use in the preparation of the answers therein to Item 7 of Form 10-K S–3. The documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, when they were filed with the Commission (the “Incorporated Documents”) complied in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder. Each such Incorporated Document, when taken together with the General Disclosure Package, did not as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with to the requirements of the 1933 Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus; provided, however, that this representation and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection warranty shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) any statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Company in writing by any the Underwriter through the Representatives expressly for use thereintherein or by a Selling Shareholder expressly for use in the preparation of the answers therein to Item 7 of Form S-3. Each preliminary prospectus The Registration Statement complied, and prospectus filed as part of the Prospectus and any further amendments or supplements to the Registration Statement as originally filed or as part of any amendment theretoand the Prospectus will comply, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 requirements of the Securities Act Regulations and the Preliminary rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Prospectus delivered statements therein not misleading (in the case of the Prospectus, in light of the circumstances under which they were made); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Underwriters Company by the Underwriter expressly for use therein or by a Selling Shareholder expressly for use in connection with the offering preparation of Notes will, at the time answers therein to Item 7 of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.Form S-3; As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation Datethe Registration Statement’s “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At The Prospectus, and any amendments or supplements thereto, as of its date, at the date of the Prospectus, hereof and at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), neither complied and will comply in all material respects with the Prospectus nor any amendments or supplements thereto included or requirements of the 1933 Act and the 1933 Act Regulations and did not, does not, and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding No order preventing or suspending the foregoing, use of any Preliminary Prospectus has been issued by the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use thereinCommission. Each preliminary prospectus Preliminary Prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and the each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be were identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. As of the Initial Sale Time (as defined below), the Preliminary Prospectus, any Issuer Free Writing Prospectus (as defined below) identified on Schedule II hereto and the information included on Schedule III hereto, all considered together (collectively, the “Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, any Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, or the Disclosure Package made in reliance upon and in conformity with any information furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement or any post-effective amendment thereto, any Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, any Issuer Free Writing Prospectus, any road show or the Disclosure Package (the “Underwriter Information”). The parties acknowledge and agree that the Underwriter Information consists solely of the material included in the first sentence of paragraph 4, the first sentence of paragraph 10 and the third and fourth sentences of paragraph 11, each relating to price stabilization activities, the first sentence of paragraph 12 and paragraph 13 relating to electronic prospectus delivery under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times time the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the "1939 Act") and the rules and regulations of the Commission thereunder (the “1933 "1939 Act Regulations”) "), and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Underwriters expressly for use thereinin the Registration Statement or Prospectus. Each preliminary prospectus and prospectus The Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters each Underwriter for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation Datethe Registration Statement’s “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At The Prospectus, and any amendments or supplements thereto, as of its date, at the date of the Prospectus, hereof and at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), neither complied and will comply in all material respects with the Prospectus nor any amendments or supplements thereto included or requirements of the 1933 Act and the 1933 Act Regulations and did not, does not, and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding The Preliminary Prospectus and the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be were identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. As of the Initial Sale Time (as defined below), the Preliminary Prospectus, any Issuer Free Writing Prospectus (as defined below) identified on Schedule II hereto, if any, and the information included on Schedule III hereto, all considered together (collectively, the “Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, the Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by the Underwriters expressly for use in the Registration Statement or any post-effective amendment thereto, the Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, or the Disclosure Package (the “Underwriter Information”). The parties acknowledge and agree that the Underwriter Information consists solely of the material included in the fourth paragraph, the thirteenth paragraph, the third sentence of the fourteenth paragraph, the fourth sentence of the seventeenth paragraph and the eighteenth paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply (A) to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof, or (B) to the Statement of Eligibility under the Trust Indenture Act of the Trustee. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times time the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the "1939 Act") and the rules and regulations of the Commission thereunder (the “1933 "1939 Act Regulations”) "), and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing (including electronic media) by any Underwriter through the Representatives Underwriters expressly for use thereinin the Registration Statement or Prospectus. Each preliminary prospectus and prospectus The Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters each Underwriter for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company’s knowledge, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing with the Commission of the Company’s most recent Annual Report on Form 10-K with for the Commissionyear ended December 31, 2020 (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 in connection with the issuance of the Securities. The Registration Statement became effective upon filing with the Commission under the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act , and no stop order suspending the effectiveness of the Registration Statement has been issued is currently outstanding under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The date of this Agreement is not more than three years subsequent to the initial effective date of the Base Registration Statement. At the respective times the Base Registration Statement and any post-effective amendments amendment thereto (including the filing with the Commission of the Company’s most recent Annual Report on Form 10-K with for the Commissionyear ended December 31, 2013 (the “10-K”)) became effective and effective, at each Representation Datedeemed effective date with respect to the Underwriters and the Securities pursuant to Rule 430B(f)(2), at the Closing Time and, if any Option Securities are purchased, at the applicable Date of Delivery, the Registration Statement and any amendments thereto complied complied, complies and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At The Prospectus and each amendment or supplement thereto, if any, at the date of time the ProspectusProspectus or any such amendment or supplement is issued, and at the Closing DateTime and, if any Option Securities are purchased, at the applicable Date of Delivery, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendments or supplements thereto included thereto, at the time the Prospectus or any such amendment or supplement was issued or at the Closing Time and, if any Option Securities are purchased, at the applicable Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties The documents incorporated or deemed to be incorporated by reference in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939Statement, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment preliminary prospectus or the Prospectus Prospectus, when they became effective or any amendments at the time they were or supplements theretohereafter are filed with the Commission, made in reliance upon complied, comply and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed will comply in all material respects with the 1933 requirements of the 1934 Act Regulations and the Preliminary rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”) and, when read together with the other information in the Registration Statement, such preliminary prospectus or the Prospectus, (a) at the time the Base Registration Statement originally became effective, (b) at the earlier of the time the Prospectus was first used and the Prospectus delivered to date and time of the Underwriters for use in connection with first contract of sale of Securities and (c) at the offering of Notes willClosing Time and, if any Option Securities are purchased, at the time applicable Date of such deliveryDelivery, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be identical stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule F hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any electronically transmitted copies thereof filed individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the Commission pursuant General Disclosure Package, included any untrue statement of a material fact or omitted to XXXXXstate any material fact necessary in order to make the statements therein, except to in the extent permitted by Regulation S-T.light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and or will comply comply, as the case may be, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 1939 Act Regulations”) ), and did not and or will not not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At misleading and the date Indenture complied and will comply in all material respects with the requirements of the Prospectus, and at the Closing Date, neither 1939 Act. Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or Prospectus (or any amendment thereto). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company is qualified to file a prospectus in the form of a short form shelf prospectus pursuant to the Shelf Procedures. The Canadian Preliminary Base Shelf Prospectus and the Canadian Final Base Shelf Prospectus have been filed with the Qualifying Authorities, for which receipts have been obtained from the Qualifying Authorities in respect of such Canadian Preliminary Base Shelf Prospectus and the Canadian Final Base Shelf Prospectus. The Canadian Preliminary Prospectus has been filed with the Qualifying Authorities and no order suspending the distribution of the Securities has been issued by any of the Qualifying Authorities and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by any of the Qualifying Authorities. The Company meets the general eligibility requirements for use of Form S-3 F-10 under the 1933 Act. The Registration Statement and any post-has been declared effective amendment thereto has become effective by the Commission under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has filed with the Commission the U.S. Preliminary Prospectus. At the respective times time the Registration Statement became effective under the 1933 Act and any post-effective amendments at all times subsequent thereto (up to and including the filing Closing Time referred to below: (A) the Canadian Prospectus complied and will comply in all material respects with the securities laws applicable in the Qualifying Provinces, including the Shelf Procedures, as interpreted and applied by the Qualifying Authorities and as modified by the terms of the Company’s most recent Annual Report order (Re Agrium Inc., 2014 ABASC 313) granted by the Alberta Securities Commission on August 14, 2014 (the “Order”); (B) the U.S. Prospectus conformed and will conform to the Canadian Prospectus except for such deletions therefrom and additions thereto as are permitted or required by Form 10-K with F-10 and the applicable rules and regulations of the Commission; (C) became effective and at each Representation Date, the Registration Statement and any amendments or supplements thereto complied and will comply in all material respects with the requirements of the Trust Indenture Act, the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”; (D) and did not and neither the Registration Statement nor any amendment or supplement thereto contained or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date ; and (E) each of the U.S. Prospectus, the Canadian Prospectus and at any amendment or supplement thereto (including any Supplementary Material), including each document incorporated therein by reference, constituted and will constitute full, true and plain disclosure of all material facts relating to the Closing DateCompany and its subsidiaries, neither considered as one enterprise, and the Securities, and each of the U.S. Prospectus, the Canadian Prospectus nor or any amendments amendment or supplements supplement thereto included or (including any Supplementary Material), including each document incorporated therein by reference, did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, except that the representations and warranties contained in clauses (D) and (E) above and the paragraphs below within this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or Statement, the U.S. Prospectus, the Canadian Prospectus, any post-effective amendment or the Issuer Free Writing Prospectus or (as defined below) and any amendments or supplements thereto, Supplementary Material made in reliance upon and in conformity with information furnished in writing to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary The U.S. Shelf Prospectus (including the prospectus and prospectus or prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, ) complied when so filed in all material respects with the 1933 Act Regulations Regulations. As of the Applicable Time (as defined below), neither (x) any Issuer General Use Free Writing Prospectus (as defined below) issued at or prior to the Applicable Time and the Preliminary Prospectuses as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Limited Use Free Writing Prospectus made in reliance upon and the Prospectus delivered in conformity with information furnished in writing to the Underwriters Company by or on behalf of any Underwriter through the Representatives expressly for use in connection with the offering therein. As of Notes will, at the time of such deliverythe filing of the Final Term Sheet (as defined in Section 3(b)), be identical to any electronically transmitted copies thereof filed the General Disclosure Package, when considered together with the Commission pursuant Final Term Sheet, will not include any untrue statement of a material fact or omit to XXXXXstate any material fact necessary in order to make the statements therein, except in the light of the circumstances under which they are made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or Final Term Sheet made in reliance upon and in conformity with information furnished in writing to the extent permitted Company by Regulation S-T.or on behalf of any Underwriter through the Representatives expressly for use therein. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s 's most recent Annual Report on Form 10-K with the CommissionCommission (the "Annual Report on Form 10-K")) became effective and at each Representation Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act and Regulations, the 1939 Act, the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 "1939 Act Regulations”") and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing DateTime and at each Date of Delivery, if any, neither the Prospectus nor any amendments or and supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company elects to rely upon Rule 434 of the 1933 Act Regulations, the Company will comply with the requirements of Rule 434. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use thereinin the Registration Statement or the Prospectus. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes Underwritten Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement and any post-Rule 462(b) Registration Statement have been declared effective amendment thereto has become effective by the Commission under the 1933 Act and no Securities Act. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or any Rule 462(b) Registration Statement is in effect and no proceedings for that such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of time the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”) was filed with the Commission) became effective and , or, if later, at each Representation Datethe time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act. The Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission with the Commission pursuant to XXXXX, was identical (except as may be permitted by Regulation S-T under the Securities Act) to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any amendments thereto post-effective amendment thereto, at the time it became or becomes effective and at all subsequent times, complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the date of the Prospectusthis Agreement, and at the Closing Date, neither the Prospectus nor (the “Time of Sale Information”) did not contain any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Time of Sale, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties set forth in this subsection shall the three immediately preceding sentences do not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing by any Underwriter through the Representatives Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Agent to the Company consists of the information described in Section 6 below. Each preliminary prospectus and prospectus There are no contracts or other documents required to be described in the Prospectus or to be filed as part of an exhibit to the Registration Statement as originally filed or as part of any amendment thereto, which have not been described or filed pursuant to as required. The Registration Statement and the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 424 415 under the 1933 Act, complied when so filed Securities Act and comply in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.said rule.

Compliance with Registration Requirements. The Company meets satisfies the registrant eligibility requirements for the use of Form S-3 under the 1933 Act. The Act set forth in General Instruction I.A to such Form and the transactions contemplated by this Agreement satisfy the transaction eligibility requirements for the use of such Form set forth in General Instruction I.B.1 to such Form, and the Company has filed with the Commission the Registration Statement and any post-effective amendment thereto has become effective on such Form, including a Base Prospectus, for registration under the 1933 Act of the offering and no stop order suspending sale of the effectiveness of Securities, one or more amendments to such Registration Statement may have been so filed, and the Company may have used a Preliminary Prospectus. Such Registration Statement, as so amended, has become effective, and the Securities have been registered under the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto complied and will comply in all material respects compliance with the requirements for the use of Form S-3. Although the Base Prospectus may not include all the information with respect to the Securities and the offering thereof required by the 1933 Act and the rules and regulations of the Commission thereunder (the “"1933 Act Regulations”") to be included in the Prospectus, the Base Prospectus includes all such information required by the 1933 Act and the 1933 Act Regulations to be included therein as of the Effective Date. After the execution of this Agreement, the Company will file with the Commission pursuant to Rules 415 and 424(b)(2) or (5) a final supplement to the Base Prospectus included in such Registration Statement relating to the Securities and the offering thereof, with such information as is required or permitted by the 1933 Act and as has been provided to and approved by the Underwriter prior to the date hereof or, to the extent not completed at the date hereof, containing only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the date hereof, will be included or made therein. The Company may also file a Rule 462(b) Registration Statement with the Commission for the purpose of registering certain additional Securities, which registration shall be effective upon filing with the Commission. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. When any Preliminary Prospectus was filed with the Commission, it (x) complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and (y) did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of When the Registration Statement which constitutes or any amendment thereto was or is declared effective, it (I) complied as to form or will comply in all material respects with the Statement of Eligibility and Qualification on Form T-1 requirements of the Trustee under 1933 Act, the Trust Indenture Securities Exchange Act of 19391934, as amended (the “1939 "1934 Act”"), the 1933 Act Regulations and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") and (iiII) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement to the Prospectus is filed with the Commission pursuant to Rule 424(b) (or, if the Prospectus or such amendment or supplement is not required to be so filed, when the Registration Statement or the amendment thereto containing the Prospectus or such amendment or supplement to the Prospectus was or is declared effective) and at the Offering Date and at the Closing Time, the Prospectus, as amended or supplemented at any such time, (A) complied as to form or will comply in all material respects with the requirements of, the 1933 Act, the 1934 Act, the 1933 Act Regulations and the 1934 Act Regulations and (B) did not or will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing provisions of this paragraph do not apply to statements or omissions from made in any Preliminary Prospectus, the Registration Statement or any post-effective amendment thereto or the Prospectus or any amendments amendment or supplements thereto, made supplement thereto in reliance upon and in conformity with written information furnished to the Company in writing by any the Underwriter through the Representatives expressly specifically for use therein. Each preliminary prospectus If the Company has elected to rely on Rule 462(b) and prospectus filed as part the Rule 462(b) Registration Statement is not effective, (x) the Company will file a Rule 462(b) Registration Statement in compliance with, and that is effective upon filing pursuant to, Rule 462(b) and (y) the Company has given irrevocable instructions for transmission of the applicable filing fee in connection with the filing of the Rule 462(b) Registration Statement as originally filed or as part of any amendment theretoStatement, or filed pursuant to in compliance with Rule 424 111 under the 1933 Act, complied when so filed in all material respects with or the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered Commission has received payment of such filing fee. The Company has not distributed and, prior to the Underwriters for use later of (x) the Closing Time and (y) the completion of the distribution of the Securities, will not distribute any offering material in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission Securities pursuant to XXXXXthis Agreement other than the Registration Statement or any amendment thereto, except to any Preliminary Prospectus or the extent permitted by Regulation S-T.Prospectus or any amendment or supplement thereto.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including became effective and at the time of the filing by the Company of the Company’s most recent Annual Report any annual report on Form 10-K with the Commission) became effective or any quarterly report on Form 10-Q and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the published rules and regulations of under the Commission thereunder 1933 Act (the “"1933 Act Regulations”") and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Representative expressly for use thereinin the Registration Statement or Prospectus. Each preliminary prospectus and prospectus the Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Securities have been duly registered under the 1933 Act and the 1940 Act, pursuant to the Registration Statement. The Each of the Initial Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act or the 1940 Act, and no proceedings for that any such purpose have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, any Rule 462(b) Registration Statement will, and the 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the rules Rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments amendment or supplements thereto supplement thereto, as of its date, at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding The Preliminary Prospectus and the foregoinginformation included on Exhibit D hereto, all considered together (collectively, the representations and warranties “General Disclosure Package”) did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary in this subsection shall not apply order to (i) that part make the statements therein, in the light of the Registration Statement circumstances under which constitutes they were made, not misleading; provided, however, that the Statement of Eligibility and Qualification on Form T-1 of Fund makes no representations or warranties as to the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements information contained in or omissions omitted from the Registration Statement or any post-effective amendment Preliminary Prospectus or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Company in writing Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part consists of the Registration Statement information described as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 such in Section 6(b) hereof. The Fund’s registration statement on Form 8-A under the 1933 Act, complied when so filed in all material respects with the 1933 1934 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.is effective.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 ActAct and the 1933 Act Regulations. The Registration Statement and any post-effective amendment thereto has become effective upon filing under Rule 462(e) under the 1933 Act and the 1933 Act Regulations and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and the 1933 Act Regulations and no proceedings for that purpose have been instituted initiated or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, Commission and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any post-effective amendments thereto (i) complied and will comply in all material respects with the applicable requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”Regulations and (ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing DateTime and as of each Date of Delivery (if applicable), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee trustee for any series of the Company’s outstanding debt securities under the Trust Indenture Act of 1939, as amended amended, (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations and the 1933 Act Regulations, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Underwritten Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Each of the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any the Rule 462(d) post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or the Rule 462(d) post-effective amendment has been issued under the 1933 Act Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for that purpose any such purpose, have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any the Rule 462(d) post-effective amendments thereto (including amendment relating to the filing issuance and sale of the Company’s most recent Annual Report on Form 10-K with Shares to the CommissionInvestors (filed before the Closing Time) became effective and at each Representation Datethe Closing Time, as hereinafter defined, the Registration Statement Statement, the Rule 462(d) post-effective amendment, the notification on Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the rules Rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At Neither the date of Prospectus nor any amendment or supplement thereto, at the Prospectus, time the Prospectus or any such amendment or supplement was issued and at the Closing DateTime, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with written information furnished to the Company in writing Fund by any Underwriter through or on behalf of the Representatives expressly Placement Agent for use in the Registration Statement or Prospectus. As of the date hereof, the Statutory Prospectus (as defined below) and the information included on Schedule A hereto, all considered together (collectively, the “General Disclosure Package”), did not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement, “Statutory Prospectus” as of any time means the prospectus relating to the Shares that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 497 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Rules and Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters Placement Agent for use in connection with the offering issuance and sale of Notes will, at Shares to the time of such delivery, be Investors was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”), except to the extent permitted by Regulation S-T.T. At the time of filing the Registration Statement and any 462(d) post-effective amendments relating to the issuance and sale of the Shares to the Investors and at the date hereof, the Fund was not and is not an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no Securities Act. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act is in effect and no proceedings for that such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of time the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) was filed with the Commission) became effective and , or, if later, at each Representation Date, the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus and any amendments thereto the Prospectus, at the time they were or hereafter are filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply in all material respects with the requirements of the 1933 Act Exchange Act. The Company is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick, Xxxxxx Xxxxxx Island, and Newfoundland & Labrador, and to the knowledge of the Company is in good standing under applicable laws and regulations in those jurisdictions and the rules and regulations policies of the Commission thereunder TSX (collectively, “Canadian Securities Laws”); is not in default in any material respect of any requirement of Canadian Securities Laws and is not included in a list of defaulting reporting issuers maintained by the “1933 Act Regulations”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingapplicable securities regulators in Canada. At the date of the Prospectus, and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding Without limiting the foregoing, to the representations and warranties in this subsection shall not apply to (i) that part knowledge of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939Company, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company is in writing by any Underwriter through compliance at the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part date hereof with its obligations to make timely disclosure of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered changes to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.its business.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Registration Statement has been filed on an appropriate form under the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyABN AMRO Parties, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at the Closing Time, and, if applicable, as of each Representation DateDate of Delivery, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 "1939 Act Regulations”) "), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued or at the Closing Time, and at each Date of Delivery, if any, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company ABN AMRO Parties in writing by any Underwriter through the Representatives expressly for use thereinin the Registration Statement or Prospectus. Each The Basic Prospectus and preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.Regulations.

Compliance with Registration Requirements. The With respect to the Registration Statement, (A) the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 under the 1933 Act), (B) the Company meets has not received from the requirements Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to the use of the automatic shelf registration statement and (C) the conditions for use of Form S-3 under S-3, as set forth in the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose General Instructions thereof, have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withsatisfied. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective (including and, if later, at the time of filing of the Company’s most recent Annual Report annual report on Form 10-K with the CommissionK) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 1939 Act Regulations”) ), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding The Preliminary Prospectus, as of its date, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the foregoingstatements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to (iA) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on (Form T-1 T-1) under the 1939 Act of the Trustee under Trustee, (B) information contained in the Registration Statement, the Prospectus or the Preliminary Prospectus relating to The Depository Trust Indenture Act of 1939Company and its book-entry system, as amended or (the “1939 Act”) and (iiC) statements in or omissions from the Registration Statement or any post-effective amendment or Statement, the Prospectus or any amendments or supplements thereto, the Preliminary Prospectus made in reliance upon and in conformity with the information furnished to the Company in writing by any Underwriter through the Representatives expressly for use thereinin the Registration Statement, the Prospectus or the Preliminary Prospectus, which information is set forth on Schedule D hereto. Each preliminary prospectus The Preliminary Prospectus and prospectus the Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under of the 1933 ActAct Regulations (“Rule 424”), complied when so filed in all material respects with the 1933 Act Regulations Regulations, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be were identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company Partnership meets the registrant requirements for the use of Form S-3 to register under the 1933 ActAct the offer and sale of the Units as described in the Prospectus. The No other document with respect to the Original Registration Statement or document incorporated by reference therein has heretofore been filed, or transmitted for filing, with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the 1933 Act Regulations previously approved by the Representatives). Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and Act, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyPartnership, are contemplated by the Commission, and any request on the part of the Commission for additional supplemental information pursuant to Rule 418 under the 1933 Act has been complied with. At As of the respective times date of this Agreement and as of any other applicable effective date of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective thereto, and at the Closing Time (and if any Option Units are purchased, at each Representation DateDate of Delivery), the Registration Statement, any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was or will be issued and at the Closing Time (and if any Option Units are purchased, at each Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Original Registration Statement as originally filed or as part of any amendment thereto, or ) complied when so filed pursuant to Rule 424 under the 1933 Act424(b), complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was substantively identical to any the electronically transmitted copies thereof filed with the Commission pursuant to by means of XXXXX, except to the extent permitted by Regulation S-T.T. As of the Applicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time (as defined below), the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule A hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the statements made by the Partnership in the Prospectus and the General Disclosure Package, including any document incorporated by reference therein that has not been superseded or modified, within the coverage of Rule 175(b) of the 1933 Act, including (but not limited to) any projections of results of operations or statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. (A) At the time of filing the Registration Statement and any post-effective amendments thereto, (B) at the earliest time thereafter that the Company or another offering participant made a bona fide offer of the Securities, and (C) at the date hereof, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-is an automatic shelf registration statement as defined in Rule 405, the Company is eligible to use the Registration Statement as an automatic shelf registration statement, the Registration Statement became effective amendment thereto has become effective on filing with the Commission under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the rules and regulations Trust Indenture Act of the Commission thereunder 1939, as amended (the “1933 Act Regulations1939 Act”) ), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. As of the Applicable Time, neither (x) the Issuer-Represented General Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets Parent Guarantor and the Issuer meet the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyParent Guarantor or the Issuer, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional or supplemental information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the CompanyParent Guarantor’s and the Issuer’s most recent jointly-filed Annual Report on Form 10-K with the CommissionCommission (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules and regulations of the Commission thereunder (the “1933 Securities Act Regulations”) and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and (ii) did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing DateDate (and with regards to the Preliminary Prospectus, as of its date), neither the Preliminary Prospectus nor the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 ActForm T-1”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company Parent Guarantor or the Issuer in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement Statement, as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Securities Act, complied when so filed in all material respects with the 1933 Securities Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 of the Securities Act and the Mortgage Bonds have been duly registered under the 1933 ActSecurities Act pursuant to the Registration Statement. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The Registration Statement was initially filed with the Commission on November 5, 2018. In addition, the Mortgage Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection Section 1(b) shall not apply to (iA) that part of the Registration Statement which that constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended or (the “1939 Act”) and (iiB) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Mortgage Bonds will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-8 and Form S-3 under the 1933 ActAct and has complied with the requirements of Rule 415 under the 1933 Act with respect to the Registration Statement. The Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective date hereof and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with written information furnished to the Company in writing by any the Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant thereto and each preliminary prospectus delivered to Rule 424 under the 1933 ActUnderwriter for use in connection with this offering, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus Regulations; each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional or supplemental information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the CommissionCommission (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules and regulations of the Commission thereunder (the “1933 Securities Act Regulations”) and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and (ii) did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Preliminary Prospectus nor the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 ActForm T-1”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement Statement, as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Securities Act, complied when so filed in all material respects with the 1933 Securities Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 of the Securities Act and the Bonds have been duly registered under the 1933 ActSecurities Act pursuant to the Registration Statement. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The Registration Statement was initially filed with the Commission on November 5, 2018. In addition, the Mortgage Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection Section 1(b) shall not apply to (iA) that part of the Registration Statement which that constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended or (the “1939 Act”) and (iiB) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Bonds will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by the Commission’s Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto (i) made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein. Each preliminary prospectus , it being understood and prospectus filed agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof and (ii) in the case of the Registration Statement or any post-effective amendment, that part of the Registration Statement as originally filed or as part which shall constitute the Statement of any amendment thereto, or filed pursuant to Rule 424 Eligibility (Form T-1) under the 1933 ActTrust Indenture Act of the Trustee. The Preliminary Prospectus and the Prospectus, at the time each was filed with the Commission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the 1933 Act (“Rule 405”), and no the Securities have been and remain eligible for registration by the Company on a Rule 405 automatic shelf registration statement. The Company has complied to the SEC’s satisfaction with all requests of the SEC for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement has been issued Statement, or notice objecting to its use pursuant to Rule 401(g)(2) under the 1933 Act (“Rule 401(g)(2)”), has been issued by the SEC and no proceedings order or notice from any court, arbitrator, regulatory body, administrative agency, governmental body or other authority or agency (collectively, “Governmental Entity”) preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any proceeding for that such purpose have has been instituted or are is pending or, to the knowledge of the Company’s knowledge, are is contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied witha Governmental Entity. At the respective times the Registration Statement and any post-effective amendments each amendment thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datedeemed effective date with respect to the Purchasing Agent and the applicable Agent(s) pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, the Registration Statement and any amendments thereto complied complied, complies and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations and the 1939 Act and the 1939 Act Regulations”) , and did not, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At The Time of Sale Prospectus and the date of Prospectus and each amendment or supplement thereto, if any, at the Prospectus, time the same was or is issued and at the Closing Settlement Date, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Time of Sale Prospectus or the Prospectus nor any amendments amendment or supplements supplement thereto included as of its date and as of each date referenced in the first paragraph of this Section VI(a) included, includes or will include an untrue statement of a material fact or omitted omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding As of the foregoingApplicable Time, the representations and warranties in this subsection shall not apply to (i) that part Time of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Sale Prospectus and the each Permitted Free Writing Prospectus (as defined in clause (m) of Section III) delivered to the Underwriters for use Purchasing Agent and the Agents in connection with a particular offering and sale of Securities, all considered together (collectively, the offering “General Disclosure Package”), did not include any untrue statement of Notes willa material fact or omit to state any material fact necessary in order to make the statements therein, at in the time light of such deliverythe circumstances under which they were made, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.not misleading. As used in this subclause and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (the “1933 Act RegulationsTrust Indenture Act”), and (ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActSEC, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation Datethe Registration Statement’s “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At The Prospectus, and any amendments or supplements thereto, as of its date, at the date of the Prospectus, hereof and at the Closing Date (and, if any Additional Notes are purchased, at the applicable Option Closing Date), neither complied and will comply in all material respects with the Prospectus nor any amendments or supplements thereto included or requirements of the 1933 Act and the 1933 Act Regulations and did not, does not, and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding The Preliminary Prospectus and the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be were identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. As of the Applicable Time, the Disclosure Package did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, the Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by the Underwriters expressly for use in the Registration Statement or any post-effective amendment thereto, the Preliminary Prospectus, or any amendments or supplements thereto, the Prospectus, or any amendments or supplements thereto or the Disclosure Package (the “Underwriter Information”). The parties of this Agreement acknowledge and agree that the Underwriter Information consists solely of the material included in the third paragraph and the second sentence of the eleventh paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Securities have been duly registered under the 1933 ActAct and the Fund has been duly registered as an investment company under the 1940 Act pursuant to the Registration Statement. The Each of the Initial Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act or the 1940 Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriter for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, any Rule 462(b) Registration Statement will, and the 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the rules Rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, as of its date, at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding The Preliminary Prospectus and the foregoinginformation included on Exhibit D hereto, all considered together (collectively, the representations and warranties "General Disclosure Package") did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary in this subsection shall not apply order to (i) that part make the statements therein, in the light of the Registration Statement circumstances under which constitutes they were made, not misleading; provided, however, that the Statement of Eligibility and Qualification on Form T-1 of Fund makes no representations or warranties as to the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements information contained in or omissions omitted from the Registration Statement or any post-effective amendment Preliminary Prospectus or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Company in writing Fund by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part or on behalf of the Registration Statement Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 such in Section 6(b) hereof. The Fund's registration statement on Form 8-A under the 1933 Act, complied when so filed in all material respects with the 1933 1934 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.is effective.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become became effective under the 1933 Securities Act on May 11, 2009 and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and or (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Securities Act Regulations and the each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Senior Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Base Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Base Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The date of this Agreement is not more than three years subsequent to the initial effective date of the Base Registration Statement. At the respective times the Base Registration Statement and any post-effective amendments thereto became effective (including each deemed effective date with respect to the filing of Underwriters pursuant to Rule 430B or otherwise under the Company’s most recent Annual Report on Form 10-K with the Commission0000 Xxx) became effective and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Base Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At , and the date Prospectus and any amendments or supplements thereto, at their respective times of the Prospectus, issuance and at the Closing DateTime, neither complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding As of the foregoingApplicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule B hereto all considered together (collectively, the representations and warranties “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements elsewhere in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 ActAct and the 1933 Act Regulations. The Registration Statement and any post-effective amendment thereto has become effective upon filing under Rule 462(e) under the 1933 Act and the 1933 Act Regulations and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and the 1933 Act Regulations and no proceedings for that purpose have been instituted initiated or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, Commission and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (the “1939 Act”) and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any post-effective amendments thereto (i) complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act and the rules and regulations of the Commission thereunder (the “1933 1939 Act Regulations”, and (ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing DateTime, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture 1939 Act of 1939, as amended (and the “1939 Act”) Act Regulations and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations and the 1933 Act Regulations, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Underwritten Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Each of the Company and the Guarantors meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and (including any post-effective amendment thereto Rule 462(b) Registration Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (including any Rule 462(b) Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyCompany and the Guarantors, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement (including any Rule 462(b) Registration Statement) and any post-effective amendments amendment thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the CommissionCommission (the “Annual Report on Form 10-K”)) became effective, at each “new effective date” within the meaning of Rule 430B(f)(2) and at each Representation Date, the Registration Statement (including any Rule 462(b) Registration Statement) and any amendments post-effective amendment thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 1939 Act Regulations”) and did not, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and any amendment or supplement thereto and at the Closing DateTime, neither the Prospectus nor any amendments amendment or supplements supplement thereto included included, includes or will include an untrue statement of a material fact or omitted omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered or made available to the Underwriters for use in connection with the offering of Notes Underwritten Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. As of the Applicable Time, the Statutory Prospectus (as defined below) and any Issuer Free Writing Prospectus (as defined below) at or prior to the Applicable Time, all considered together (collectively, the “Disclosure Package”), did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to the Statement of Eligibility of the Trustee on Form T-1 or statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company or a Guarantor in writing by any Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus or the Disclosure Package. As used in this subsection and elsewhere in this Underwriting Agreement:

Compliance with Registration Requirements. The GAFRI meets the requirements for use of Form S-3 under the 1933 Act, and the Company meets the requirements for use of Form S-3 under the 1933 ActAct with respect to the offering of Securities contemplated hereby. The Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyIssuers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 1939 Act Regulations”) ), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with written information furnished to the Company in writing Issuers by any Underwriter through the Representatives Xxxxxxx Xxxxx expressly for use thereinin the Registration Statement (or any amendment thereto) or to the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, thereto complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Base Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Base Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The date of this Agreement is not more than three years subsequent to the initial effective date of the Base Registration Statement. At the respective times the Base Registration Statement and any post-effective amendments thereto became effective (including each deemed effective date with respect to the filing of Underwriters pursuant to Rule 430B or otherwise under the Company’s most recent Annual Report on Form 10-K with the Commission0000 Xxx) became effective and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Base Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At , and the date Prospectus and any amendments or supplements thereto, at their respective times of the Prospectus, issuance and at the Closing DateTime, neither complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding As of the foregoingApplicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time and set forth on Schedule B hereto and the Statutory Prospectus (as defined below) as of the Applicable Time, all considered together (collectively, the representations and warranties “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements elsewhere in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and (including any post-effective amendment thereto Rule 462(b) Registration Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or such Rule 462(b) Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement (including any Rule 462(b) Registration Statement) and any post-effective amendments thereto (including the filing of the Company’s 's most recent Annual Report on Form 10-K with the CommissionCommission (the "Annual Report on Form 10-K")) became effective and at each Representation Dateas of the date hereof, the Registration Statement (including any Rule 462(b) Registration Statement) and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing DateTime as defined below, neither the Prospectus nor any amendments or and supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter the Underwriters through the Representatives Xxxxxxx Xxxxx expressly for use thereinin the Registration Statement or the Prospectus. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Shares will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 "1939 Act Regulations”") and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing DateTime and at each Date of Delivery, neither if any, the Prospectus nor and any amendments or and supplements thereto included or did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company elects to rely upon Rule 434 of the 1933 Act Regulations, the Company will comply with the requirements of Rule 434. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification of the Trustee on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) or statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Representative expressly for use thereinin the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes Underwritten Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent for format and other variations permitted or required by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and Act; no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, Commission and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was filed and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoingIf Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or Statement, any post-effective amendment or to the Registration Statement, the Prospectus or any amendments amendment or supplements thereto, supplement to the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives [Name] expressly for use thereinin the Registration Statement, the Prospectus or any such amendment or supplement or (ii) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") of the Trustee. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.1933 Act Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto (i) made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein. Each preliminary prospectus , it being understood and prospectus filed agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof, or (ii) relating to that part of the Registration Statement as originally filed or as part that constitutes the Statement of any amendment thereto, or filed pursuant to Rule 424 Eligibility and Qualifications on Form T-1 under the 1933 Trust Indenture Act. Each Preliminary Prospectus and the Prospectus, at the time each was filed with the Commission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Base Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply (A) to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof, or (B) to the Statement of Eligibility under the Trust Indenture Act of the Trustee. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally Preliminary Prospectus and the Prospectus, at the time each was filed or as part of any amendment thereto, or filed pursuant to Rule 424 under with the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Each of the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any Rule 462(d) post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for that purpose any such purpose, have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and Statement, any Rule 462(d) post-effective amendments amendment and any other post-effective amendment thereto (including relating to the filing issuance and sale of the Company’s most recent Annual Report on Form 10-K with Shares to the CommissionInvestors (filed before the Closing Time) became effective and at each Representation Datethe Closing Time, as hereinafter defined, the Registration Statement Statement, the Rule 462(d) post-effective amendment, the notification on Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the rules Rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of Neither the Prospectus, any Preliminary Prospectus nor any amendment or supplement thereto, at the time, the Prospectus, Preliminary Prospectus or any such amendment or supplement was issued and at the Closing DateTime, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Statement, Prospectus or any amendments or supplements thereto, Preliminary Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing Fund by any Underwriter through or on behalf of the Representatives expressly Placement Agent for use in the Registration Statement or Prospectus. As of the date hereof, the Statutory Prospectus (as defined below) and the information included on Schedule A hereto, all considered together (collectively, the “GENERAL DISCLOSURE PACKAGE”), did not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement, “Statutory Prospectus” as of any time means the prospectus relating to the Shares that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 497 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Rules and Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters Placement Agent for use in connection with the offering issuance and sale of Notes will, at Shares to the time of such delivery, be Investors was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T. At the time of filing the Registration Statement or any 462(d) post-effective amendments thereto relating to the issuance and sale of the Shares to the Investors and at the date hereof, the Fund was not and is not an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 of the Securities Act and the Bonds have been duly registered under the 1933 ActSecurities Act pursuant to the Registration Statement. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The Registration Statement was initially filed with the Commission on September 1, 2021. In addition, the Mortgage Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection Section 1(b) shall not apply to (iA) that part of the Registration Statement which that constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended or (the “1939 Act”) and (iiB) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Bonds will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by the Commission’s Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The A Registration Statement in respect of the Securities was filed with the Commission on August 25, 2020 and any post-was declared effective amendment thereto has become effective under by the 1933 Act and no Commission on September 4, 2020. No stop order suspending the effectiveness of the Registration Statement Statement, any post-effective amendment thereto or any part thereof has been issued under the 1933 Act and no proceedings for that purpose against the Company have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments amendment thereto (including became effective and on each date on which the filing Prospectus as amended or supplemented is deemed to be a new effective date of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective Registration Statement and at each Representation Date, the Registration Statement Statement, and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 1939 Act Regulations”) ), as applicable, and did not not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments amendment or supplements thereto supplement thereto, at the time the Prospectus or any such amendment or supplement was issued nor the Prospectus as amended or supplemented, as of its date and at each Representation Date, nor the Time of Sale Prospectus as of the Time of Sale and at each Representation Date, included or will include an untrue statement of a material fact or omitted omitted, or will omit omit, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of statements in, or omissions from, the Registration Statement which constitutes Statement, the Statement Time of Eligibility and Qualification on Form T-1 of Sale Prospectus or the Trustee under the Trust Indenture Act of 1939Prospectus, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements theretosupplemented, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use thereinin the Registration Statement, the Time of Sale Prospectus or the Prospectus, as amended or supplemented, which information is listed in its entirety in Schedule 4 hereto (the “Underwriter Information”). Each preliminary prospectus Preliminary Prospectus and prospectus the Basic Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representatives expressly for use thereinin the Registration Statement, the preliminary prospectus or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations Regulations, and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation as of the Initial Sale Time, as of the Closing Date and as of any Option Closing Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date and any Option Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment thereto or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only information furnished by any Underwriter through the Representatives consists of the information described as such in Section 7(c) hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Shares will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto (i) made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein. Each preliminary prospectus , it being understood and prospectus filed agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof and (ii) in the case of the Registration Statement or any post-effective amendment, that part of the Registration Statement as originally filed or as part which shall constitute the Statement of any amendment thereto, or filed pursuant to Rule 424 Eligibility (Form T-1) under the 1933 ActTrust Indenture Act of the Trustee. The Preliminary Prospectus and the Prospectus, at the time each was filed with the Commission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The A Registration Statement in respect of the Securities was filed with the Commission on August 4, 2022, an Amendment No. 1 to the Registration Statement was filed on August 18, 2022 and any post-the Registration Statement, as amended, was declared effective amendment thereto has become effective under by the 1933 Act and no Commission on August 19, 2022. No stop order suspending the effectiveness of the Registration Statement Statement, any post-effective amendment thereto or any part thereof has been issued under the 1933 Act and no proceedings for that purpose against the Company have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments amendment thereto (including became effective and on each date on which the filing Prospectus as amended or supplemented is deemed to be a new effective date of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective Registration Statement and at each Representation Date, the Registration Statement Statement, and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 1939 Act Regulations”) ), as applicable, and did not not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments amendment or supplements thereto supplement thereto, at the time the Prospectus or any such amendment or supplement was issued nor the Prospectus as amended or supplemented, as of its date and at each Representation Date, nor the Time of Sale Prospectus as of the Time of Sale and at each Representation Date, included or will include an untrue statement of a material fact or omitted omitted, or will omit omit, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of statements in, or omissions from, the Registration Statement which constitutes Statement, the Statement Time of Eligibility and Qualification on Form T-1 of Sale Prospectus or the Trustee under the Trust Indenture Act of 1939Prospectus, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements theretosupplemented, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use thereinin the Registration Statement, the Time of Sale Prospectus or the Prospectus, as amended or supplemented, which information is listed in its entirety in Schedule 4 hereto (the “Underwriter Information”). Each preliminary prospectus Preliminary Prospectus and prospectus the Basic Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under of the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act on September 27, 2016 and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Date (and, if any Option Securities are purchased, at each Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection Section 1(b) shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and or (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Securities Act Regulations and the each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Transaction Parties and Prologis meet the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Companyany Transaction Party, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional or supplemental information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of Prologis’ and the CompanyParent Guarantor’s most recent jointly-filed Annual Report on Form 10-K with the CommissionCommission (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules and regulations of the Commission thereunder (the “1933 Securities Act Regulations”) and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and (ii) did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the ProspectusProspectus and, and at the Closing DateDate (and with regards to the Preliminary Prospectus, as of its date), neither the Preliminary Prospectus nor the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 ActForm T-1”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company any Transaction Party in writing by any Underwriter through the Representatives Lead Managers expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(b) hereof (the “Underwriter Information”). Each preliminary prospectus and prospectus filed as part of the Registration Statement Statement, as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Securities Act, complied when so filed in all material respects with the 1933 Securities Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets A Registration Statement in respect of the requirements for use of Form S-3 under Securities and the 1933 ActConversion Securities has been filed with the Commission not earlier than three years prior to the date hereof. The Registration Statement Statement, and any post-effective amendment thereto has become filed on or prior to the date hereof, became effective on filing under the 1933 Act and Act, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and Act, no proceedings for that purpose against the Company have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request no notice of objection that the Commission objects to the use of the Registration Statement as an automatic shelf registration has been received by the Company. The Securities and the Conversion Securities, since their registration on the part of Registration Statement, have been and remain eligible for registration by the Commission for additional information has been complied withCompany on an “automatic shelf registration statement” as defined in Rule 405 under the 1933 Act. At the respective times the Registration Statement and any post-effective amendments amendment thereto (including became effective and on each date on which the filing Prospectus as amended or supplemented is deemed to be a new effective date of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective Registration Statement and at each Representation Date, the Registration Statement Statement, and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 1939 Act Regulations”) ), as applicable, and did not not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments amendment or supplements thereto supplement thereto, at the time the Prospectus or any such amendment or supplement was issued nor the Prospectus as amended or supplemented, as of its date and at each Representation Date, nor the Time of Sale Prospectus as of the Time of Sale and at each Representation Date, included or will include an untrue statement of a material fact or omitted omitted, or will omit omit, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of statements in, or omissions from, the Registration Statement which constitutes Statement, the Statement Time of Eligibility and Qualification on Form T-1 of Sale Prospectus or the Trustee under the Trust Indenture Act of 1939Prospectus, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements theretosupplemented, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use thereinin the Registration Statement, the Time of Sale Prospectus or the Prospectus, as amended or supplemented, which information is listed in its entirety in Schedule 4 hereto (the “Underwriter Information”). Each preliminary prospectus Preliminary Prospectus and prospectus the Basic Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing with the Commission of the Company’s most recent Annual Report on Form 10-K with for the Commissionyear ended December 31, 2010 (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActSEC, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At On the respective times original effective date of the Registration Statement and any Statement, on the effective date of the most recent post-effective amendments thereto (including amendment thereto, if any, and on the date of the filing by the Company of the Company’s most recent Annual Report any annual report on Form 10-K with after the Commission) became effective and at each Representation Dateoriginal filing of the Registration Statement, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and Act, the rules and regulations of the Commission thereunder (the “"1933 Act Regulations”"), the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations") and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At ; on the date of the Prospectus, hereof and at the Closing DateDelivery Date (as hereinafter defined), (A) the Registration Statement and any amendments and supplements thereto comply and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act and the 1939 Act Regulations, (B) neither the Prospectus Registration Statement nor any amendments amendment or supplements supplement thereto included includes or will include an untrue statement of a material fact or omitted omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (C) neither the Prospectus nor any amendment or supplement thereto includes or will include an untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding ; provided, however, that the foregoing, the Company makes no representations and or warranties in this subsection shall not apply as to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of or relating to any Underwriter Underwriter, directly or through the Representatives Xxxxxxx Xxxxx, expressly for use thereinin the Registration Statement or the Prospectus. Each preliminary prospectus Prospectus and prospectus Prospectus Supplement filed as part of the Registration Statement Statement, as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations Regulations, and the Preliminary each Prospectus and the Prospectus Supplement delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing with the Commission of the Company’s most recent Annual Report on Form 10-K with for the Commissionyear ended December 31, 2007 (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules and regulations of the Commission thereunder (the “1933 Securities Act Regulations”) and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and (ii) did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 ActForm T-1”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein. Each preliminary prospectus Preliminary Prospectus and prospectus Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActSEC, complied when so filed in all material respects with the 1933 Securities Act Regulations Regulations, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Original Registration Statement became effective under the Securities Act prior to the issuance of any Issuance Notices by the Company. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of and comply with the applicable conditions set forth in Form S-3 S-3ASR under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto Company has become effective under complied to the 1933 Act and no Commission’s satisfaction with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement has been issued or registration statement filed under Rule 462(b) under the 1933 Securities Act (a “Rule 462(b) Registration Statement”) is in effect and no proceedings for that such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times time the Registration Statement originally became effective and at the time the Company’s most recent annual report on Form 10-K was filed with the Commission, the Company met the then-applicable requirements for use of Form S-3ASR under the Securities Act, including, but not limited to, General Instruction I.D. During the Agency Period, each time the Company files an annual report on Form 10-K, the Company will meet the then-applicable requirements for use of Form S-3ASR under the Securities Act, including, but not limited to, General Instruction I.B.1. The Prospectus when filed complied, and at each Representation Date will comply, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to XXXXX, was identical (except as may be permitted by Regulation S T under the Securities Act) to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including amendment or supplement thereto, at the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) time it became or becomes effective and at each Representation Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the date of this Agreement, the ProspectusProspectus and any Free Writing Prospectus considered together (collectively, the “Time of Sale Information”) did not, and at the Closing Dateeach Settlement Date will not, neither the Prospectus nor contain any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, did not, and at each Settlement Date, the Prospectus, as amended or supplemented, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties set forth in this subsection shall the three immediately preceding sentences do not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus or the Time of Sale Information, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by any Underwriter through the Representatives Agent expressly for use therein, it being understood and agreed that the only such information consists of the information described in ‎Section 6 below. Each preliminary prospectus and prospectus There are no contracts or other documents required to be described in the Time of Sale Information or the Prospectus or to be filed as part of exhibits to the Registration Statement as originally filed or as part of any amendment thereto, that have not been described or filed pursuant to as required. The Registration Statement and the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 424 415 under the 1933 Act, complied when so filed Securities Act and comply in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.said Rule.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and (including any post-effective amendment thereto Rule 462(b) Registration Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or such Rule 462(b) Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement (or any document incorporated therein by reference pursuant to the 0000 Xxx) has been complied with. In addition, the Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement (including any Rule 462(b) Registration Statement) and any post-effective amendments thereto (including the filing of the Company’s most recent 's Annual Report on Form 10-K for the year ended December 31, 2001 with the CommissionCommission (the "Annual Report on Form 10-K")) became effective and at each Representation Date, the Registration Statement (including any Rule 462(b) Registration Statement) and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 "1939 Act Regulations”") and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing DateTime, neither the Prospectus nor any amendments or and supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement (or any post-effective amendment thereto) or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Original Registration Statement and any post-effective amendment thereto has become became effective under the 1933 Act on July 1, 2019 and no stop order suspending the effectiveness of the Original Registration Statement has been issued under the 1933 Act Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for that any such purpose have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Original Registration Statement and any post-effective amendments amendment thereto (including filed before the filing of Closing Time and on any date on which Option Shares are purchased, if such date is not the Company’s most recent Annual Report on Form 10-K with the CommissionClosing Time (a “settlement date”)) became effective under the 1933 Act, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations and at each Representation Datethe Closing Time, as hereinafter defined, the Original Registration Statement Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) , the 1940 Act and the 1940 Act Rules and Regulations and did not and will not contain an untrue statement of a material fact or or, except for the information included in the prospectus supplement relating to the Shares contained in the Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At Neither the date of Prospectus nor any amendment or supplement thereto, at the Prospectus, time the Prospectus or any such amendment or supplement was issued and at the Closing DateTime, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, except that the representations and warranties set forth in this subsection shall paragraph do not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or Statement, the Original Registration Statement, any post-effective amendment Preliminary Prospectus or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Company in writing Fund or the Adviser by or on behalf of any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part As of the Registration Applicable Time (as defined below), (i) any Rule 482 Statement (as originally filed defined below) issued at or as part of any amendment theretoprior to the Applicable Time, or filed pursuant to Rule 424 under the 1933 Actif any, complied when so filed in all material respects with the 1933 Act Regulations and (ii) the Preliminary Prospectus and the Prospectus delivered information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the Underwriters for use statements therein, in connection with the offering light of Notes willthe circumstances under which they were made, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company’s knowledge, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActSEC, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.S‑T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto (i) made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein. Each preliminary prospectus , it being understood and prospectus filed agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof, or (ii) relating to that part of the Registration Statement as originally filed or as part that constitutes the Statement of any amendment thereto, or filed pursuant to Rule 424 Eligibility and Qualifications on Form T-1 of the Trustee under the 1933 ActTrust Indenture Act (the “Form T-1”). Each Preliminary Prospectus and the Prospectus, at the time each was filed with the Commission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company’s knowledge, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActSEC, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at the time of the filing by the Company of the Company’s most recent Annual Report any annual report on Form 10-K with after the Commission) became effective original filing of the Registration Statement and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 "1939 Act Regulations”) "), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. On the date hereof and at the Closing Time, the Registration Statement and any amendments thereof, and the Prospectus and any amendments thereof and supplements thereto, comply and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act and the 1939 Act Regulations, and none of such documents includes or will include an untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties in this subsection shall not apply to any statements or omissions made in reliance upon and in conformity with information in writing to the Company by or on behalf of any Underwriter, directly or through you, expressly for use in the Registration Statement or the Prospectus. At the Closing Time, the Designated 5 Indenture (as defined below) will comply in all material respects with the requirements of the 1939 Act and the 1939 Act Regulations. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEDGAX, except xxcept to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Act and has filed with the Commission the Registration Statement and any post-effective amendment thereto has become effective on such Form, including a Base Prospectus, for registration under the 1933 Act and no stop order suspending the effectiveness of the offering and sale of the Securities, one or more amendments to such Registration Statement has been issued under the 1933 Act and no proceedings for that purpose may have been instituted or are pending orso filed, and the Company may have used a Preliminary Prospectus. Such Registration Statement, as so amended, has become effective. Although the Base Prospectus may not include all the information with respect to the knowledge of Securities and the Company, are contemplated offering thereof required by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “"1933 Act Regulations”") to be included in the Prospectus, the Base Prospectus includes all such information required by the 1933 Act and the 1933 Act Regulations to be included therein as of the Effective Date. After the execution of this Agreement, the Company will file with the Commission pursuant to Rules 415 and 424(b)(2) or (5) a final supplement to the Base Prospectus included in such Registration Statement relating to the Securities and the offering thereof, with such information as is required or permitted by the 1933 Act and as has been provided to and approved by the Underwriter prior to the date hereof or, to the extent not completed at the date hereof, containing only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the date hereof, will be included or made therein. The Company may also file a Rule 462(b) Registration Statement with the Commission for the purpose of registering certain additional Securities, which registration shall be effective upon filing with the Commission. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. When any Preliminary Prospectus was filed with the Commission, it (x) complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and (y) did not and will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of When the Registration Statement which constitutes or any amendment thereto was or is declared effective, it (I) complied as to form or will comply in all material respects with the Statement of Eligibility and Qualification on Form T-1 requirements of the Trustee under 1933 Act, the Trust Indenture Securities Exchange Act of 19391934, as amended (the “1939 "1934 Act”"), the 1933 Act Regulations and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") and (iiII) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement to the Prospectus is filed with the Commission pursuant to Rule 424(b) (or, if the Prospectus or such amendment or supplement is not required to be so filed, when the Registration Statement or the amendment thereto containing the Prospectus or such amendment or supplement to the Prospectus was or is declared effective) and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Prospectus, as amended or supplemented at any such time, (A) complied as to form or will comply in all material respects with the requirements of, the 1933 Act, the 1934 Act, the 1933 Act Regulations and the 1934 Act Regulations and (B) did not or will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing provisions of this paragraph do not apply to statements or omissions from made in any Preliminary Prospectus, the Registration Statement or any post-effective amendment thereto or the Prospectus or any amendments amendment or supplements thereto, made supplement thereto in reliance upon and in conformity with written information furnished to the Company in writing by any the Underwriter through the Representatives expressly specifically for use therein. Each preliminary prospectus If the Company has elected to rely on Rule 462(b) and prospectus filed as part the Rule 462(b) Registration Statement is not effective, (x) the Company will file a Rule 462(b) Registration Statement in compliance with, and that is effective upon filing pursuant to, Rule 462(b) and (y) the Company has given irrevocable instructions for transmission of the applicable filing fee in connection with the filing of the Rule 462(b) Registration Statement as originally filed or as part of any amendment theretoStatement, or filed pursuant to in compliance with Rule 424 111 under the 1933 Act, complied when so filed in all material respects with or the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered Commission has received payment of such filing fee. The Company has not distributed and, prior to the Underwriters for use later of (x) the Closing Time (and, if any Option Securities are purchased, the Date of Delivery) and (y) the completion of the distribution of the Securities, will not distribute any offering material in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission Securities pursuant to XXXXXthis Agreement other than the Registration Statement or any amendment thereto, except to any Preliminary Prospectus or the extent permitted by Regulation S-T.Prospectus or any amendment or supplement thereto.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and Act; no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, Commission and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, at the time the Prospectus or any such amendment or supplement was filed and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoingIf Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or Statement, any post-post- effective amendment or to the Registration Statement, the Prospectus or any amendments amendment or supplements thereto, supplement to the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives [Name] expressly for use thereinin the Registration Statement, the Prospectus or any such amendment or supplement or (ii) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") of the Trustee. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.1933 Act Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Securities have been duly registered under the 1933 ActAct and the 1940 Act pursuant to the Registration Statement. The Each of the Initial Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act or the 1940 Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyFund, the Adviser or the Subadviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, any Rule 462(b) Registration Statement will, and the 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the rules Rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither Neither the Prospectus nor any amendments or supplements thereto thereto, as of its date, at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding The Preliminary Prospectus and the foregoinginformation included on Exhibit E hereto, all considered together (collectively, the representations and warranties “General Disclosure Package”) did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary in this subsection shall not apply order to (i) that part make the statements therein, in the light of the Registration Statement circumstances under which constitutes they were made, not misleading; provided, however, that the Statement of Eligibility and Qualification on Form T-1 of Fund makes no representations or warranties as to the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements information contained in or omissions omitted from the Registration Statement or any post-effective amendment Preliminary Prospectus or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Company in writing Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part consists of the Registration Statement information described as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 such in Section 6(b) hereof. The Fund’s registration statement on Form 8-A is effective under the 1933 1934 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T..

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 ActAct and the 1933 Act Regulations. The Registration Statement and any post-effective amendment thereto has become was declared effective under the 1933 Act and the 1933 Act Regulations and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and the 1933 Act Regulations and no proceedings for that purpose have been instituted initiated or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, Commission and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became were declared effective and at each Representation Date, the Registration Statement and any post-effective amendments thereto (i) complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act and the rules and regulations of the Commission thereunder (the “1933 1939 Act Regulations”, and (ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing DateTime, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture 1939 Act of 1939, as amended (and the “1939 Act”) Act Regulations and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations and the 1933 Act Regulations, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes the Underwritten Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Each of the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any the Rule 462(d) post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or the Rule 462(d) post-effective amendment has been issued under the 1933 Act Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for that purpose any such purpose, have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any the Rule 462(d) post-effective amendments thereto (including amendment relating to the filing issuance and sale of the Company’s most recent Annual Report on Form 10-K with Shares to the CommissionInvestors (filed before the Closing Time) became effective and at each Representation Datethe Closing Time, as hereinafter defined, the Registration Statement Statement, the Rule 462(d) post-effective amendment, the notification on Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the rules Rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At Neither the date of Prospectus nor any amendment or supplement thereto, at the Prospectus, time the Prospectus or any such amendment or supplement was issued and at the Closing DateTime, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with written information furnished to the Company in writing Fund by any Underwriter through or on behalf of the Representatives expressly Placement Agent for use in the Registration Statement or Prospectus. As of the date hereof, the Statutory Prospectus (as defined below) and the information included on Schedule A hereto, all considered together (collectively, the “General Disclosure Package”), did not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement, “Statutory Prospectus” as of any time means the prospectus relating to the Shares that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 497 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Rules and Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters Placement Agent for use in connection with the offering issuance and sale of Notes will, at Shares to the time of such delivery, be Investors was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXits Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”), except to the extent permitted by Regulation S-T.T. At the time of filing the Registration Statement and any 462(d) post-effective amendments relating to the issuance and sale of the Shares to the Investors and at the date hereof, the Fund was not and is not an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

Compliance with Registration Requirements. (A) At the time of filing the Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto, and (B) at the date hereof, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). The Company meets satisfies the registrant eligibility requirements for the use of Form S-3 under the 1933 ActAct set forth in General Instruction I.A to such form and the transactions contemplated by this Underwriting Agreement and satisfies the transaction eligibility requirements for the use of Form S-3 as set forth in General Instruction I.B.1 to such form. The Company has filed with the Commission the Registration Statement and any post-effective amendment thereto has become effective on Form S-3, including a Base Prospectus, for registration under the 1933 Act of the offer and sale of the Securities, and the Company may have filed with the Commission one or more amendments to such Registration Statement, each in the form previously delivered to Sandler. Such Registration Statement, as so amended, has been declared effective by the Commission, and the Securities have been registered under the Registration Statement in compliance with the requirements for the use of Form S-3. The Base Prospectus includes all information required by the 1933 Act and the rules and regulations of the Commission thereunder to be included therein as of the Effective Date. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information; and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings proceeding for that purpose have has been instituted or are pending initiated or, to the knowledge of the Company, are contemplated threatened by the Commission. After the execution of this Underwriting Agreement, the Company will file with the Commission pursuant to Rules 415 and 424(b)(2) or (5) a final supplement to the Base Prospectus included in such Registration Statement relating to the Securities and the offering thereof, with such information as is required or permitted by the 1933 Act and as has been provided to and approved by Sandler prior to the date hereof or, to the extent not completed at the date hereof, containing only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised Sandler, prior to the date hereof, will be included or made therein. If the Company has elected to rely on Rule 462(b) and the Rule 462(b) Registration Statement is not effective, (A) the Company will file a Rule 462(b) Registration Statement in compliance with, and any request on that is effective upon filing pursuant to, Rule 462(b) and (B) the part Company has given irrevocable instructions for transmission of the applicable filing fee in connection with the filing of the Rule 462(b) Registration Statement, in compliance with Rule 111 under the 1933 Act, or the Commission for additional information has been complied withreceived payment of such filing fee. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of , when considered together with any Preliminary Prospectus, and the Prospectus, any Preliminary Prospectus and any supplement thereto, at their respective times of issuance and at the Closing DateTime, neither complied and will comply in all material respects with any applicable laws or regulations of jurisdictions in which the Prospectus and such Preliminary Prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of Securities in such jurisdictions. Neither the General Disclosure Package as of the Applicable Time, nor the Prospectus nor any amendments or supplements thereto at the time the Prospectus as of its date or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection paragraph shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or Statement, any post-effective amendment Preliminary Prospectus or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives Sandler expressly for use therein, it being understood that the only written information that Sandler has furnished to the Company specifically for inclusion in the Registration Statement, any Preliminary Prospectus and the Prospectus (or any amendment or supplement thereto) are (i) its name on the front and back covers of the Prospectus and in the table in the section entitled “Underwriting,” (ii) the concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting” and the information contained under the captions “Underwriting – Stabilization” and “Underwriting – Passive Market Making” (iii) the Underwriters’ reservation of the right to withdraw, cancel or modify the offer contemplated by this Agreement and to reject orders in whole or in part in the Prospectus under the section entitled “Underwriting,” and, (iv) the effecting of stabilization transactions, over-allotment transactions, syndicate covering transactions and, if applicable, penalty bids in which the Underwriter may engage, as described in the Prospectus in the section entitled “Underwriting” (such information collectively referred to herein as the “Underwriter Information”). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and the each Preliminary Prospectus and the Prospectus delivered to the Underwriters Sandler for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. As of the Applicable Time, neither (x) the General Disclosure Package nor (y) any individual Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, or any amendment or supplement thereto, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this paragraph shall not apply to statements in or omissions from the General Disclosure Package or any Issuer-Represented Limited Use Free Writing Prospectus made in reliance upon and in conformity with the Underwriter Information.

Compliance with Registration Requirements. The Company meets has prepared and filed with the requirements Commission the Registration Statement (file number 333-204933) on Form N-2, including a related Preliminary Prospectus for use of Form S-3 registration under the 1933 Act of the offering and sale of the Securities. The Company has filed one or more pre-effective amendments thereto, each including a related Preliminary Prospectus, and each of which has previously been furnished to the Representatives. The Company will next file with the Commission the Prospectus in accordance with Rules 430C and 497 of the 1933 Act. The Company has included in such Registration Statement, as amended at the Effective Date, all information (other than Rule 430C Information) required to be included by the 1933 Act. As filed, the Prospectus shall contain all Rule 430C Information, together with all other required information, and shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The offer and sale of the Securities has been registered under the 1933 Act pursuant to the Registration Statement. The Registration Statement and any post-effective amendment amendments thereto have been declared effective under the 1933 Act and any Rule 462(b) Registration Statement has become effective under the 1933 Act or, not later than 5:00 P.M. (New York City time) on the business day immediately after the Execution Date, will become effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. From the time of initial filing of the Registration Statement to the Commission through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a)(xix) of the 1933 Act (an “EGC”). At the respective times that the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K 1940 Act Notification was filed with the Commission, and the times that the Registration Statement, any Rule 462(b) became effective and at each Representation Date, the Registration Statement and any amendments thereto to any of the foregoing were declared or became effective, as the case may be, and at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the 1940 Act Notification, the Registration Statement, any Rule 462(b) Registration Statement and any amendments to any of the foregoing complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1940 Act and the rules and regulations of the Commission thereunder (the “1933 1940 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At the date of respective times the ProspectusProspectus or any amendment or supplement thereto was filed pursuant to Rule 497 or issued, at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), and at any time when a prospectus is required (or, but for the Closing Dateprovisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding As of the foregoingApplicable Time (except in the case of clause (z) below) and as of each time prior to the Closing Date that an investor agrees (orally or in writing) to purchase or, if applicable, reconfirms (orally or in writing) an agreement to purchase any Securities from the Underwriters, neither (x) the Pre-Pricing Prospectus as of the Applicable Time and the information, if any, included on Exhibit G hereto, all considered together (collectively, the representations and warranties in this subsection shall not apply to “General Disclosure Package”), nor (iy) that part any Sales Material considered together with the Pre-Pricing Prospectus as of the Registration Statement which constitutes Applicable Time, nor (z) any Rule 482 Material, when considered together with the Statement General Disclosure Package, included or will include an untrue statement of Eligibility and Qualification on Form T-1 a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the Trustee circumstances under which they were made, not misleading. Any Rule 482 Material, when used, complied with the requirements pertaining thereto as set forth in Rule 482 under the Trust Indenture Act of 1939, as amended (the “1939 1933 Act”) . Each Preliminary Prospectus and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or and any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to any of the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus foregoing filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 497 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus or delivered to the Underwriters for use in connection with the offering of Notes willthe Securities, at complied when so filed or when so delivered, as the time case may be, in all material respects with the 1933 Act, the 1933 Act Regulations, the 1940 Act and the 1940 Act Regulations. The representations and warranties in the preceding paragraphs of this Section 1(a)(i) do not apply to statements in or omissions from the Registration Statement, any Preliminary Prospectus, the Prospectus or any Rule 482 Material or any amendment or supplement to any the foregoing made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such deliveryinformation furnished by or on behalf of the Underwriters as aforesaid consists of the information described as such in Section 6(c) hereof. The copies of the Registration Statement and any Rule 462(b) Registration Statement and any amendments to any of the foregoing and the copies of each Preliminary Prospectus and Rule 482 Material that is required to be filed with the Commission pursuant to Rule 482 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Any Rule 482 Material (if any), as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus that has not been superseded or modified.

Compliance with Registration Requirements. The Each of the Company and the Initial Guarantors meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and (including any post-effective amendment thereto Rule 462(b) Registration Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or such Rule 462(b) Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyCompany and the Initial Guarantors, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement (including any Rule 462(b) Registration Statement) and any post-effective amendments thereto (including the filing of the Company’s 's most recent Annual Report on Form 10-K with the CommissionCommission (the "Annual Report on Form 10-K")) became effective and at each Representation Date, the Registration Statement (including any Rule 462(b) Registration Statement) and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder under the 1939 Act (the “1933 "1939 Act Regulations”") and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing DateTime and at each Date of Delivery, if any, neither the Prospectus nor any amendments amendment or supplements supplement thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company elects to rely upon Rule 434 of the 1933 Act Regulations, the Company will comply with the requirements of Rule 434. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification of the Trustee on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) or statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company or an Initial Guarantor in writing by any Underwriter through the Representatives Merrill Lynch expressly for use thereinin the Registration Statement xx xxx Xxxxxectus. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes Underwritten Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEDGAR, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At In addition, the respective times Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Registration Statement and any post-Statement, when it became effective amendments thereto (including the filing with the Commission of the Company’s most recent Annual Report on Form 10-K with for the Commission) became effective year ended March 31, 2008 (the “Annual Report on Form 10-K”)), and as amended or supplemented, if applicable, at each Representation Date, deemed effective date with respect to the Registration Statement and any amendments thereto Underwriters pursuant to Rule 430B(f)(2) of the Securities Act (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto thereto, if applicable, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply (A) to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein. Each preliminary prospectus , it being understood and prospectus filed agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof or (B) to that part of the Registration Statement as originally filed or as part that constitutes the Statement of any amendment thereto, or filed pursuant to Rule 424 Eligibility (Form T-1)(the “Form T-1”) under the 1933 Trust Indenture Act, of the Trustee. Each Preliminary Prospectus and the Prospectus, at the time each was filed with the SEC, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”), except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets ----------------------------------------- the requirements for use of Form S-3 under the 1933 Act. The Each of the Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the CommissionCommission or the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the C ommission or the state securities authority of any jurisdiction. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company’s 's most recent Annual Report on Form 10-K with the CommissionCommission (the "Annual Report on Form 10-K")) became effective and at each Representation Date, the Registration Statement, any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing each Representation Date, neither the Prospectus nor and any amendments or and supplements thereto included or did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company elects to rely upon Rule 434 of the 1933 Act Regulations, the Company will comply with the requirements of Rule 434. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Xxxxxxx Xxxxx expressly for use thereinin the Registration Statement or the Prospectus. Each preliminary prospectus and prospectus Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes Underwritten Securities will, at the time of such delivery, be identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Company has complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees therefor.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement and any post-effective amendments thereto (including the filing with the Commission of the Company’s most recent Annual Report on Form 10-K with for the Commissionyear ended December 31, 2009 (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the rules Trust Indenture Act, and regulations of the Commission thereunder (the “1933 Act Regulations”ii) and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof. Each preliminary prospectus Preliminary Prospectus and prospectus the Prospectus, at the time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Each of the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-effective amendment thereto Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement (including any Rule 462(b) Registration Statement) and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement (including any Rule 462(b) Registration Statement) and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, Prospectus and at the Closing DateTime, neither the Prospectus nor any amendments or supplements thereto thereto, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any the Underwriter through the Representatives expressly for use thereinin the Registration Statement or the Prospectus. Each preliminary prospectus and prospectus The Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with the this offering of Notes will, at the time of such delivery, be was identical to any the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.