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 Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the Guarantors, are threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and 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 statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the Guarantors, are threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and 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 statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus Prospectus, when filed filed, complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives such Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Underwriters consists of the information described as such in Section 8(b) hereof. The documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Pricing Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Pricing Disclosure Package, did not as of at the Applicable Time and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, did not and 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 Issuer meets the requirements for use of Form S‑3 F-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge best of the Company and the Guarantors, Issuer’s knowledge are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus 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 Prospectus when filed complied or will comply with, as applicable, in all material respects with rules and regulations promulgated thereunder (the Securities “Trust Indenture Act”). Each of At the respective times the Registration Statement and any post-effective amendment theretoamendments became effective and at the Time of Sale and at the Closing Date, at each time of effectiveness, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, at Prospectus and the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Issuer in writing by any of the Representatives expressly Underwriters for use therein, it being understood and agreed that the only such information furnished by the Representatives any Underwriter consists of the information described as such in Section 8(b) 12 hereof. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Securities will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to EXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives any Underwriter expressly for use therein. The documents incorporated by reference in the Registration Statement, it being understood the Disclosure Package (as defined herein) and agreed that the only such information furnished by Prospectus, when they were filed with the Representatives consists Commission conformed in all material respects to the requirements of the information described as Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in Section 8(b) hereofall material respects to the requirements of the Exchange Act. The All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time (as defined herein), and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, did not and 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 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effectStatement, the Commission has not issued any order or notice preventing or suspending objecting to its use, has been issued under the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus 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 Prospectus when rules and regulations promulgated thereunder (collectively, the “Trust Indenture Act”). At the respective times the Registration Statement and the most recent amendment thereto for purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) became effective and as of the date hereof and as of the Closing Date, the Registration Statement and any amendments thereto (i) complied or and will comply with, as applicable, in all material respects with the Securities Act. Each requirements of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any of the Underwriters through the Representatives expressly for use therein, 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(b8 hereof) hereof(any such information, “Underwriter Information”) or to those parts of the Registration Statement that constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Notes will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus 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 Prospectus when filed complied or will comply with, as applicable, in all material respects with rules and regulations promulgated thereunder (the Securities “Trust Indenture Act”). Each of At the respective times the Registration Statement and any post-effective amendment thereto, amendments thereto became effective and at each time of effectivenessRepresentation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that, with respect to clause (ii) hereof, the Company makes no representations or warranties as to those parts of the Registration Statement which shall constitute Statements of Eligibility and Qualification on Form T-1 (the “Form T-1”) under the Trust Indenture Act. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any 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. The documents incorporated or deemed to be incorporated by reference in Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Securities will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission through XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the Guarantors, are threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and 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 statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.

Compliance with Registration Requirements. The Company meets Registration Statement has been declared effective by the requirements for use of Form S‑3 Commission under the Securities Act. The Registration Statement Company has become effective upon filing complied with all requests of the Commission under for additional or supplemental information, if any, relating to the Securities ActRegistration Statement. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the The Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”) (except as may be permitted by Regulation S-T under the Securities Act. Each ), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Depositary Units. The Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective and as of each time of effectiveness, Representation Date complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing date and each Representation Date, 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. The representations and warranties set forth in the two immediately preceding sentences this Agreement do not apply to statements in or omissions from the Registration Statement Statement, or any post-effective amendment theretoamendment, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Agent to the Company consists of the information described as such in Section 8(b) hereof6. The There are no contracts or other documents incorporated or deemed required to be incorporated by reference described in the Prospectus at or to be filed as exhibits to the time they were Registration Statement which have not been described or hereafter are filed with as required. The Registration Statement and the Commission (collectively, offer and sale of the “Incorporated Documents”) complied Depositary Units as contemplated hereby meet the requirements of Rule 415 under the Securities Act and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingsaid Rule.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus preliminary prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus preliminary prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities ActAct and the rules thereunder. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectivenesseffectiveness and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) and, at the Closing DateDate (as defined herein), 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by the Representatives any Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives or on behalf of any Underwriter consists of the information described as such in Section 8(b7(b) hereof. There is no contract or other document required to be described in the Prospectus or to be filed as an exhibit to the Registration Statement that has not been described or filed as required. The documents incorporated or deemed to be incorporated by reference in the Disclosure Package (as defined below) and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable. Any further documents so filed and incorporated by reference in the Disclosure Package and the Prospectus at the time they were or hereafter any further amendment or supplement thereto, when such documents become effective or are filed with the Commission (collectivelyCommission, as the “Incorporated Documents”) complied and case may be, will comply conform in all material respects with to the requirements of the Securities Act or the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingapplicable.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities ActAct and there are no outstanding requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus preliminary prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and or the GuarantorsOperating Partnership, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus preliminary prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities ActAct and the rules thereunder. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectivenesseffectiveness (including, without limitation, each “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act) and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) and), at the Closing DateDate (as defined herein) and at any Subsequent Closing Date (as defined herein), 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated There is no contract or deemed other document required to be incorporated by reference described in the Prospectus at the time they were or hereafter are to be filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with as an exhibit to the Registration Statement that has not been described or filed as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingrequired.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effectStatement, the Commission has not issued any order or notice preventing or suspending objecting to its use, has been issued under the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus 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 Prospectus when rules and regulations promulgated thereunder (collectively, the “Trust Indenture Act”). At the respective times the Registration Statement and the most recent amendment thereto for purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) became effective and as of the date hereof and as of the Closing Date, the Registration Statement and any amendments thereto (i) complied or and will comply with, as applicable, in all material respects with the Securities Act. Each requirements of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any of the Underwriters through the Representatives expressly for use therein, 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(b8 hereof) hereofor to those parts of the Registration Statement that constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Notes will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become been declared effective upon filing with by the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus preliminary prospectus or the Prospectus is in effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany’s knowledge, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus preliminary prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”), was identical (except as may be permitted by Regulation S-T under the Securities Act. Each ) to the copy thereof delivered to each of the Underwriters for use in connection with the offer and sale of the Offered Shares. The Registration Statement and any post-effective amendment theretoStatement, at each the time it became effective and at all subsequent times during the period beginning on the date hereof and ending on the later of effectivenessthe Option Closing Date or such date as in the opinion of counsel for the Representative, the Prospectus is no longer required by law to be delivered (assuming the absence of Rule 172 under the Securities Act), in connection with sales by the Underwriters or a dealer (the “Prospectus Delivery Period”), complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. As of the time that the Registration Statement is declared effective, the Time of Sale Prospectus (including any preliminary prospectus wrapper) did not, and at the time of each sale of the Offered Shares, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or 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, Prospectus (including any Prospectus wrapper) as of its date and (as then amended or supplemented, as of its date, ) at all subsequent times during the time of any filing pursuant to Rule 424(b) and, at the Closing DateProspectus Delivery Period, 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. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or any preliminary prospectus, the Preliminary Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter the Underwriters furnished to the Company in writing by the Representatives any Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Underwriters to the Company consists of the information described as such statements contained in Section 8(b) hereofthe “Underwriting” section of the Prospectus (other than statements regarding estimated expenses of the Offering). The All contracts or other documents incorporated or deemed required to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with as exhibits to the Registration Statement as pursuant to Item 601 of its date, when taken together with Regulation S-K have been so filed and the Disclosure Package, did not as material terms of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date contain any untrue statement of a material fact such contracts or omit to state a material fact necessary in order to make the statements therein, other documents have been summarized in the light Time of Sale Prospectus or the circumstances under which they were made, not misleading.Prospectus to the extent required by Regulation S-K.

Compliance with Registration Requirements. The A registration statement on Form S-11 has been prepared by the Company meets the in accordance with applicable requirements for use of Form S‑3 under the Securities ActAct and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Regulations”), for the registration of the Offered Shares to be sold in the Current Offering. The Such registration statement includes a preliminary prospectus and such amendments thereto and such amended prospectuses as may have been required through the date hereof, and the Company will file such additional amendments and supplements thereto as may hereafter be required. As used in this agreement, the term “Registration Statement” means a registration statement on Form S-11 on file with and declared effective by the Commission, as amended through the date hereof, provided that, if the Company files any post-effective amendments to the Registration Statement, “Registration Statement” shall refer to the Registration Statement has become as so amended by the last post-effective upon filing amendment declared effective by the Commission; and provided further, that, with respect to any Follow-On Offering, the term “Registration Statement” means the registration statement filed with the Commission under by the Company in accordance with applicable requirements of the Securities ActAct and the Securities Act Regulations for the registration of the Offered Shares to be sold in such Follow-On Offering and declared effective by the Commission, as amended by the last post-effective amendments thereto declared effective by the Commission. No As used herein, the term “Prospectus” shall refer to the prospectus, as amended or supplemented, on file with the Commission at the Effective Date (as defined below) of the Registration Statement (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), including any Prospectus on file with respect to any Follow-On Offering; provided, that if such Prospectus is amended or supplemented after the Effective Date, the term “Prospectus” shall refer to such 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. As used in this agreement, the term “Effective Date” means the applicable date upon which the Registration Statement or any post-effective amendment thereto, including any Registration Statement prepared and filed with the Commission by the Company to register Offered Shares to be sold in a Follow-On Offering, is or was first declared effective by the Commission, and the term “Filing Date” means the applicable date upon which an initial Prospectus or any amendment or supplement thereto is filed with the SEC. The terms Registration Statement and Prospectus, in all cases, shall include the documents, if any, incorporated by reference therein. As of the date hereof, the SEC has not issued any stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the Guarantors, are before or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with SEC under the Securities Act. Each of the The Registration Statement and any post-effective amendment theretothe Prospectus, at each time will, as of effectivenessthe applicable Effective Date or Filing Date, complied as the case may be, comply in all material respects with the Securities Act and did not the Securities Act Regulations; the Registration Statement does not, in each case as of the applicable Effective Date, contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations ; and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelydoes not, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not each case as of the Applicable Time andapplicable Filing Date, when taken together with the Prospectus, will not at the Closing Date contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no warranty or representation with respect to any statement contained in the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by the Dealer Manager or any Participating Broker-Dealer expressly for use in the Registration Statement or the Prospectus.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-1 under the Securities 1933 Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus 1933 Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus Commission for additional information has been complied with. At the effective time of the Registration Statement (including the deemed effective date with respect to the Underwriters pursuant to Rule 430A or otherwise under the 1933 Act) and at the Prospectus when filed Closing Date (and, if any Option Securities are purchased, at each Option Closing Date), the Registration Statement and any amendments or supplements thereto complied or and will comply with, as applicable, in all material respects with the Securities Act. Each requirements of the Registration Statement and any post-effective amendment thereto1933 Act, at each time of effectiveness, complied in all material respects with the Securities Act and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The , and the Prospectus, together with any amendments or supplements thereto, at their respective times of issuance and at the Closing Date, complied and will comply in all material respects with the requirements of the 1933 Act. Neither the Prospectus nor the Prospectus as amended or supplemented, as of its date, at the time of the Prospectus or any filing pursuant to Rule 424(b) and, such amendment or supplement was issued and at the Closing Date (and, if any Option Securities are purchased, at each Option Closing Date), did not and included or will not contain any 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as As of the Applicable Time andTime, when taken together with the Prospectus, will Statutory Prospectus (as defined below) did not at the Closing Date contain include any untrue statement of a material fact or omit to state a 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 Registration Statement contains, and the Prospectus and any amendments or supplements thereto contain and will contain, all statements which are required to be stated therein by, and conform and will conform to the requirements of, the 1933 Act and the Trust Indenture Act of 1939, as amended (collectively with the rules and regulations of the Commission promulgated thereunder, the “TIA”). 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 S-3 under the Securities Act. The Registration Statement has become became effective under the Securities Act upon filing with the Commission under the Securities Act. No and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus 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 Prospectus when filed complied or will comply with, as applicable, in all material respects with rules and regulations promulgated thereunder (the Securities “Trust Indenture Act”). Each of At the respective times the Registration Statement and any post-effective amendment thereto, amendments thereto became effective and at each time of effectivenessRepresentation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any 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) 8 hereof. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Notes will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become became effective upon filing with the Commission under the Securities Acton September 1, 2011. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Time (as defined herein), complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing DateTime, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made or omitted in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists only of the information described as such in Section 8(b8(c) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time (as defined herein) and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Time, 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 Parent Guarantor and the Company meets meet the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. 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”). Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and the Trust Indenture Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, of the Securities Act and at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b7(b) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 Securities Act. The Registration Statement has become became effective upon filing when filed with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A of the Securities Act Act, have been instituted or are pending or, to the knowledge of the Company and or the GuarantorsIssuers, are threatened by the Commission. Each The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the Commission the Registration Statement, which is an automatic shelf registration statement, as defined in Rule 405 under the Securities Act, on Form S-3 (File No. 333-215574). The Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the Securities Act. Each ), were identical to the copies thereof delivered to the Underwriters for use in connection with the offer and sale of the Securities. The Registration Statement and any post-effective amendment thereto, at each the time of effectivenessit became effective and on the Closing Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. 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. As of the Applicable Time, the Time of Sale Prospectus (including any Preliminary Prospectus wrapper) did not, and at the time of each sale of the Securities and at the Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or 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. As of the Applicable Time, the Time of Sale Prospectus (including any Preliminary Prospectus wrapper), considered together with each Road Show, if any, and the investor presentation listed on Annex A hereto (the “Investor Presentation”), did not, and at the time of each sale of the Securities and at the Closing Date, the Time of Sale Prospectus, considered together with each Road Show, if any, and the Investor Presentation, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or 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 (including any Prospectus wrapper), as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, date and at the Closing Date, 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. The representations and warranties set forth in the two second sentence of this paragraph and the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Time of Sale Prospectus, or any amendments or supplements theretothereto or any Road Show or the Investor Presentation, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described as such in Section 8(b9(b) hereofbelow. The There are no contracts or other documents incorporated or deemed required to be incorporated by reference described in the Time of Sale Prospectus at or the time they were Prospectus or hereafter are to be filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with as exhibits to the Registration Statement which have not been described or filed as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingrequired.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the Guarantors, are threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and 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 statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.

Compliance with Registration Requirements. The Registration Statement has been filed not earlier than three years prior to the date hereof and, at the time of the filing the Registration Statement, the Company meets met the requirements for use of an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus 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 Prospectus when filed complied or will comply with, as applicable, in all material respects with rules and regulations promulgated thereunder (the Securities “Trust Indenture Act”). Each of At the respective times the Registration Statement and any post-effective amendment thereto, amendments thereto became effective and at each time of effectivenessRepresentation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper) included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any of the Representatives Underwriters through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8(b7(b) hereof. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelySEC, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Securities Act. Each such Incorporated Document, when taken together and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the Registration Statement offering of the Securities, at the time of such delivery, was or will be, as of its datethe case may be, when taken together be identical to any electronically transmitted copies thereof filed with the Disclosure PackageCommission pursuant to EXXXX, did not as of except to the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Each of the Registration Statement and any post-effective amendment thereto have been prepared by the Company meets in conformity with the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under Act and the Securities ActAct Regulations. No stop order suspending the effectiveness of the Registration Statement is in effector any post-effective amendment thereto has been issued under the Securities Act, no notice or objection to the Commission use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Regulations has not issued any been received by the Company, no order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus preliminary prospectus or the Prospectus has been issued and no proceedings for such purpose or pursuant to Section 8A any of the Securities Act those purposes have been instituted or are pending or, to the knowledge of the Company, contemplated. The Company and has complied with each request (if any) from the Guarantors, are threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities ActCommission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective and at each deemed effective date with respect to the Underwriters pursuant to Rule 430A(f)(2) under the Securities Act Regulations complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations at the Applicable Time, at the Closing Time and at each Date of Delivery, if any. The preliminary prospectus that is included in the Pricing Disclosure Package, at the time it was filed, complied, and the Prospectus and each amendment or supplement thereto, as of effectivenesstheir respective issue dates, complied and will comply, in all material respects with the Securities Act and did not contain any untrue statement the Securities Act Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of a material fact the Securities were or omit will be substantially identical to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at electronically transmitted copies thereof filed with the time of any filing Commission pursuant to Rule 424(b) andEXXXX, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished except to the Company in writing extent permitted by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Prospectus Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with Act and the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingExchange Act Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the Guarantors, are threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, at each time deemed effective date with respect to the Agent pursuant to Rule 430B(f)(2) under the Securities Act and as of effectivenesseach Applicable Time, complied complied, complies and will comply in all material respects with the requirements of the Securities Act and did not, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that the representations and warranties set forth in this sentence do not apply to Agent’s Information (as defined below). The ProspectusProspectus and any amendment or supplement thereto, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and as amended of each Applicable Time will comply in all material respects with the requirements of the Securities Act, and each Prospectus Supplement, Prospectus or supplementedissuer free writing prospectus (or any amendments or supplements to any of the foregoing) furnished to the Agent for use in connection with the offering of the Placement Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendment or supplement thereto, as of its datedate and as of each Applicable Time, at the time of any filing pursuant to Rule 424(b) andincluded, at the Closing Date, did not and includes or will not contain any include an untrue statement of a material fact or 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. The , except that the representations and warranties set forth in the two immediately preceding sentences this sentence do not apply to statements in or omissions from the Registration Statement or Agent’s Information. Each Incorporated Document heretofore filed, when it was filed (or, if any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating respect to any Underwriter furnished to such document was filed, when such amendment was filed), conformed in all material respects with the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists requirements of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they Exchange Act and were or hereafter are filed on a timely basis with the Commission (collectivelyCommission, and any further Incorporated Documents so filed and incorporated after the “Incorporated Documents”) complied and date of this Agreement will comply be filed on a timely basis and, when so filed, will conform in all material respects with the requirements of the Exchange Act. Each ; no such Incorporated DocumentDocument when it was filed (or, if an amendment with respect to any such document was filed, when taken together with the Registration Statement as of its datesuch amendment was filed), when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date contain any contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and no such Incorporated Document, when it is filed, will contain an untrue statement of a material fact or will 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.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Pricing Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Pricing Disclosure Package, did not as of at the Applicable Time and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, did not and 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 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the Guarantors, are contemplated or threatened by the Commission. 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”). Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists of the information described as such in Section 8(b7(b) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated by reference or deemed to be incorporated by reference in the Prospectus at Registration Statement, the time Disclosure Package (as defined herein) and the Prospectus, when they were filed or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied conformed and will comply conform in all material respects with to the requirements of the Exchange Act. Each Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such Incorporated Documentdocuments are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, as of their respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 Parent Guarantor and the Company meets meet the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. 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”). Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and the Trust Indenture Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists of the information described as such in Section 8(b7(b) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 S-3 under the Securities Act. The Registration Statement has become became effective under the Securities Act upon filing with the Commission under the Securities ActCommission. No stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany’s knowledge, are contemplated or threatened by the Commission. Each In addition, the Indenture has been duly qualified under the Trust Indenture Act of the Preliminary Prospectus 1939, as amended, and the Prospectus when filed rules and regulations promulgated thereunder (collectively, the “Trust Indenture Act”). At each Representation Date, the Registration Statement and any amendments thereto (i) complied or and will comply with, as applicable, in all material respects with the Securities Act. Each requirements of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 of the Trustee under the Trust Indenture Act and (ii) statements in or omissions from the Registration Statement or any post-effective amendment thereto, thereto or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any 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. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Securities will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become became effective upon filing with the Commission under the Securities Acton September 1, 2011. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Time (as defined herein), complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing DateTime, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made or omitted in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Underwriter consists only of the information described as such in Section 8(b8(c) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time (as defined herein) and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Time, 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 Issuers meet the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company Issuers and the GuarantorsOperating Partnership, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date (as defined herein), complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Issuers in writing by the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists of the information described as such in Section 8(b) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time (as defined herein) and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives Underwriter expressly for use therein. The documents incorporated by reference in the Registration Statement, it being understood the Disclosure Package (as defined herein) and agreed that the only such information furnished by Prospectus, when they were filed with the Representatives consists Commission conformed in all material respects to the requirements of the information described as Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in Section 8(b) hereofall material respects to the requirements of the Exchange Act. The All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time (as defined herein), and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, did not and 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 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the Guarantors, are threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and 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 statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the Guarantors, are threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and 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 statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.

Compliance with Registration Requirements. The Company Depositor meets the requirements for use of Form S‑3 S-3 under the Securities Act. If the Registration Statement contains the undertaking specified by Regulation S-K Item 512(a), the Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsDepositor, are threatened contemplated by the Commission. Each , and any request on the part of the Preliminary Prospectus and Commission for additional information has been complied with. The Indenture has been duly qualified under the Prospectus when filed complied or will comply withTrust Indenture Act of 1939, as applicable, in all material respects with amended (the Securities “Trust Indenture Act”). Each of At the respective times that the Registration Statement and any post-effective amendment theretoamendments thereto became effective and at the Closing Time, at each time of effectiveness, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities Act, the Securities Act Regulations, the Trust Indenture Act and the rules and regulations of the Commission under the Trust Indenture Act (the “Trust Indenture Act Regulations”) and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended Neither the Prospectus nor any amendment or supplemented, as of its datesupplement thereto, at the time of the Prospectus or any filing pursuant to Rule 424(b) and, such amendment or supplement was issued and at the Closing DateTime, did not and included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Depositor in writing by any Underwriter through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at Registration Statement or the time they were or hereafter are Prospectus. When filed with the Commission (collectivelyCommission. any Preliminary Prospectus, the “Incorporated Documents”) Prospectus and any amendment or supplement thereto complied and or will comply in all material respects with the requirements Securities Act Regulations, and any Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Notes will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus and Commission for additional or supplemental information has been complied with. At the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of respective times the Registration Statement and any post-effective amendment thereto, amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission (the “Annual Report on Form 10-K”)) became effective and at each time of effectivenessRepresentation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder (the “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 any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The At the date of the Prospectus and at the Closing Date (and with regards to the Preliminary Prospectus, as amended or supplemented, as of its date), at neither the time of Preliminary Prospectus nor the Prospectus nor any filing pursuant to Rule 424(b) and, at the Closing Date, did not and amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein, it being understood . Each preliminary prospectus and agreed that the only such information furnished by the Representatives consists prospectus filed as part of the information described Registration Statement, as such in Section 8(b) hereof. The documents incorporated originally filed or deemed as part of any amendment thereto, or filed pursuant to be incorporated by reference in Rule 424 under the Prospectus at the time they were or hereafter are Securities Act, complied when so filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Securities will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Original Registration Statement became automatically effective on filing with the requirements for use Commission under Rule 462(e) of Form S‑3 under the Securities Act. The Registration Statement Company has become effective upon filing complied to the Commission’s satisfaction with all requests of the Commission under the Securities Actfor additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each No notice of objection of the Preliminary Prospectus and Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. The initial effective date of the Registration Statement was not earlier than the date three years before the date hereof. The Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the Securities Act), was identical 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 amendment thereto, at the time it became or becomes effective and at each time of effectivenessRepresentation Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or 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, date and at the time of any filing pursuant to Rule 424(b) and, at the Closing each Representation Date, 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. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter the Agent furnished to the Company in writing by the Representatives Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Agent to the Company consists of the information described as such in Section 8(b) hereof6 below. The There are no contracts or other documents incorporated or deemed required to be incorporated by reference described in the Prospectus at or to be filed as exhibits to the time they were Registration Statement which have not been described or hereafter are filed with as required. The Registration Statement and the Commission (collectively, offer and sale of the “Incorporated Documents”) complied Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingsaid rule.

Compliance with Registration Requirements. The Company meets Registration Statement has been filed with the requirements for use of Form S‑3 Commission under the Securities Act and declared effective by the Commission under the Securities Act. The Registration Statement Company has become effective upon filing complied with all requests of the Commission under the Securities Actfor additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany’s knowledge, are contemplated or threatened by the Commission. Each The Company satisfied all applicable requirements for the use of Form S-3 under the Securities Act when the Registration Statement was filed. The Commission has not issued an order preventing or suspending the use of the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and (as defined below) or the Prospectus relating to the proposed offering of the Underwritten Securities and no proceedings for such purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated or threatened by the Commission. The Prospectus delivered to each Underwriter for use in connection with the offering of the Securities was, at the time of such delivery, identical to the electronically transmitted copies thereof filed with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”), except to the extent permitted by Regulation S-T. As filed, the Registration Statement complies in all material respects with the requirements of the Securities Act. In addition: (i) each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, or any amendment or supplement thereto (or, if an amendment with respect to any such document was filed, when filed complied such amendment was filed) complied, or will comply with, as applicablewhen so filed, in all material respects with the Securities Act. Each Act or Exchange Act and the applicable rules and regulations of the Commission thereunder, as applicable, and no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed) contained, or will contain when it is so filed, an untrue statement of a material fact or omitted, or will omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made not misleading, (ii) each part of the Registration Statement and each amendment thereto at each respective time the Registration Statement and each amendment thereto became effective, at each deemed effective date pursuant to Rule 430B(f)(2) of the Securities Act and as of the Closing Date and Additional Closing Date, did not and will not contain any post-effective 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, (iii) the Registration Statement as of the date hereof does not contain 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, (iv) the Registration Statement and each amendment thereto, at each respective time the Registration Statement and each amendment thereto became effective, at each deemed effective date pursuant to Rule 430B(f)(2) of the Securities Act and as of the Closing Date and Additional Closing Date, as the case may be, and as of the date hereof, and the Prospectus, when filed, complied and will comply in all material respects with the Securities Act, and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), (v) each Issuer Free Writing Prospectus relating to the Securities, if any, when considered together with the Prospectus and any amendments and supplements thereto, does not as of the Time of Sale, Closing Date and as of the Additional Closing Date, as the case may be, contain any untrue statement of a material fact or 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, (vi) as of its date, the date hereof, and the Closing Date and Additional Closing Date, as the case may be, the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or 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, provided that the Company makes no representation or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof, (vii) no order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Time of Sale Information, at the time of effectivenessfiling thereof, complied in all material respects with the Securities Act Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, 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 (viii) The Time of Sale Information, at the Time of Sale, did not not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations ; provided that the Company makes no representation and warranties set forth in the two immediately preceding sentences do not apply warranty with respect to any statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use thereinin such Time of Sale Information, it being understood and agreed that the only such information furnished by the Representatives any Underwriter consists of the information described as such in Section 8(b7(b) hereof. The documents incorporated or deemed to be incorporated by reference No statement of material fact included in the Prospectus at has been omitted from the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied Time of Sale Information and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date contain any untrue no statement of a material fact or omit to state a material fact necessary in order to make the statements therein, included in the light Time of Sale Information that is required to be included in the circumstances under which they were made, not misleadingProspectus has been omitted therefrom.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities ActAct and there are no outstanding requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus preliminary prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and or the GuarantorsOperating Partnership, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus preliminary prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities ActAct and the rules thereunder. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectivenesseffectiveness (including, without limitation, each “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act) and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) and), at the Closing DateDate (as defined herein) and at any Subsequent Closing Date (as defined herein), 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Operating Partnership in writing by any Underwriter, Forward Seller or Forward Purchaser through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter, Forward Seller or Forward Purchaser through the Representatives consists of the information described as such in Section 8(b9(b) hereof. The documents incorporated There is no contract or deemed other document required to be incorporated by reference described in the Prospectus at the time they were or hereafter are to be filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with as an exhibit to the Registration Statement that has not been described or filed as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingrequired.

Compliance with Registration Requirements. The Parent Guarantor and the Company meets meet the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. 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”). Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and the Trust Indenture Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, of the Securities Act and at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b7(b) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the requirements for Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of Form S‑3 such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act. The Registration Statement Act has become effective upon filing with been received by the Commission under the Securities ActCompany. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are threatened by the Commission. Each of the Preliminary Prospectus preliminary prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to XXXXX (except for format and other variations as may be permitted or required by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Debentures. Each of the Registration Statement and any post-effective amendment thereto, at each the time of effectivenessit became effective and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) and), at the Closing DateDate (as defined herein) and at any Subsequent Closing Date (as defined herein), 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (“Form T-1”) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists of the information described as such in Section 8(b) 8 hereof. The documents incorporated There is no contract or deemed other document required to be incorporated by reference described in the Prospectus at the time they were or hereafter are to be filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with as an exhibit to the Registration Statement which has not been described or filed as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingrequired.

Compliance with Registration Requirements. The Company is eligible to file a prospectus in the form of a short form shelf prospectus pursuant to the Shelf Procedures. The Canadian Shelf Prospectus has been filed with the Qualifying Authorities and receipts have been obtained from or on behalf of the Qualifying Authorities therefor. The Canadian Preliminary Supplement 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 Securities Act. The Registration Statement has become been declared effective upon filing with by the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are threatened contemplated by the Commission. Each of the The Canadian Preliminary Prospectus Supplement when filed complied, and the Prospectus Canadian Final Supplement when filed complied or will comply within all material respects, with the securities laws applicable in the Qualifying Provinces, including the Shelf Procedures, as interpreted and applied by the Qualifying Authorities. The U.S. Preliminary Supplement when filed conformed, and the U.S. Final Supplement when filed will conform, to the Canadian Preliminary Supplement and the Canadian Final Supplement, as applicable, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission. At each of the time of its effectiveness and as of the date hereof, the Registration Statement and any amendments or supplements thereto complied and will comply in all material respects with the Securities Act. Each requirements of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and did not the Securities Act Regulations. No part of the Registration Statement, when such part became effective, and with respect to any amendment or supplement thereto, no such part, as amended and supplemented as of the date of such amendment or supplement, contained or will contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that the foregoing shall not apply to statements in or omissions made in reliance upon and in conformity with the Underwriter Information (as defined below). The Prospectus, as amended or supplementedAs of their respective dates, as of its date, at the time of any filing pursuant to Rule 424(b) and, date hereof and at the Closing Date, each of the U.S. Prospectus, the Canadian Prospectus or any amendment or supplement thereto (including any Supplementary Material), including each document incorporated therein by reference, did not and will not contain any 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. The representations and warranties set forth in , except that the two immediately preceding sentences do foregoing shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingInformation.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the Guarantors, are threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment theretothereto has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of the Preliminary Prospectus or the Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or, to the best 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. At the respective times the Registration Statement and any post-effective amendments thereto became effective and at each time of effectivenessRepresentation Date, the Registration Statement and any post-effective amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, thereto or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any of the Representatives Underwriters expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives any Underwriter consists of the information described as such in Section 8(b9(c) hereof. The documents incorporated or deemed to be incorporated by reference in Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Securities Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become became effective upon filing with the Commission under the Securities Acton September 1, 2011. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Time (as defined herein), complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing DateTime, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made or omitted in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Underwriters expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives any Underwriter consists only of the information described as such in Section 8(b8(c) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time (as defined herein) and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Time, 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 Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities ActAct and there are no outstanding requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus preliminary prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and or the GuarantorsOperating Partnership, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus preliminary prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities ActAct and the rules thereunder. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectivenesseffectiveness (including, without limitation, each “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act) and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) and), at the Closing DateDate (as defined herein) and at any Subsequent Closing Date (as defined herein), 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Operating Partnership in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated There is no contract or deemed other document required to be incorporated by reference described in the Prospectus at the time they were or hereafter are to be filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with as an exhibit to the Registration Statement that has not been described or filed as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingrequired.

Compliance with Registration Requirements. The Company meets Registration Statement has been declared effective by the requirements for use of Form S‑3 Commission under the Securities Act. The Registration Statement Company has become effective upon filing complied to the Commission’s satisfaction with all requests of the Commission under the Securities Actfor additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the The Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and did not contain Investment Company Act and, if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriters for use in connection with the public offering and sale of the Shares. As of the date hereof, when the Registration Statement became effective, when the Prospectus Supplement is first filed pursuant to Rule 497 under the Securities Act, when, prior to the Closing Date, any untrue statement other amendment to the Registration Statement becomes effective, when, prior to the Closing Date, any supplement to the Prospectus is filed with the Commission, and at the Closing Date, (i) the Registration Statement, as amended as of a material fact or omit to state a material fact required to be stated therein or necessary in order to make any such time, and the statements therein not misleading. The Prospectus, as amended or supplementedsupplemented as of any such time, complied or will comply in all material respects with the applicable requirements of the Securities Act and the rules thereunder, (ii) the Registration Statement, as of its date, at the time amended as of any filing pursuant to Rule 424(b) and, at the Closing Datesuch time, did not and will not contain any untrue statement of a material fact and did not and will not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) the Prospectus, as amended or supplemented as of any such time, did not and will not contain an untrue statement of a material fact and did not and will not 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by such Underwriter in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The There are no contracts or other documents incorporated or deemed required to be incorporated by reference described in the Prospectus at the time they were or hereafter are to be filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with as exhibits to the Registration Statement which have not been described or filed as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingrequired.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 Original Registration Statement will be or became effective under the Securities ActAct prior to the issuance of any Issuance Notices by the Company. The Registration Statement Company has become effective upon filing complied to the Commission’s satisfaction with all requests of the Commission under the Securities Actfor additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the The Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the Securities Act), was identical 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 and any post-effective amendment thereto, at each the time of effectivenessit became effective and at all subsequent times, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or 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, date and at the time of any filing pursuant to Rule 424(b) and, at the Closing Dateall subsequent times, 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. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter the Agent furnished to the Company in writing by the Representatives Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Agent to the Company consists of the information described as such in Section 8(b) hereof‎Section 6 below. The There are no contracts or other documents incorporated or deemed required to be incorporated by reference described in the Prospectus at or to be filed as exhibits to the time they were Registration Statement which have not been described or hereafter are filed with as required. The Registration Statement and the Commission (collectively, offer and sale of the “Incorporated Documents”) complied Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingsaid rule.

Compliance with Registration Requirements. The Company Partnership meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company Issuers and the Guarantors, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any each post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, and at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any each post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Partnership in writing by the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists of the information described as such in Section 8(b) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time (as defined herein) and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus preliminary prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsVentas Entities, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus preliminary prospectus, if any, and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectivenesseffectiveness and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) and, under the Securities Act and at the Closing DateTime (as defined herein), 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with (A) information relating to any the Underwriter furnished to the Company Ventas in writing by the Representatives Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Underwriter consists of the Underwriter Information described as such in Section 6(c) hereof or (B) information relating to the Selling Stockholders furnished to Ventas in writing by any Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholders consists of the information described as such in Section 8(b1(c)(vi) hereof. There is no contract or other document required to be described in the Prospectus or to be filed as an exhibit to the Registration Statement that has not been described or filed as required. The documents incorporated by reference in the Prospectus, when they became effective or deemed were filed with the Commission, as the case may be, conformed in all material respects to be the requirements of the Securities Act or the Exchange Act, as applicable. Any further documents so filed and incorporated by reference in the Prospectus at the time they were or hereafter any further amendment or supplement thereto, when such documents become effective or are filed with the Commission (collectivelyCommission, as the “Incorporated Documents”) complied and case may be, will comply conform in all material respects with to the requirements of the Securities Act or the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingapplicable.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become became effective upon filing with the Commission under the Securities Act, and at the time of the filing of the Registration Statement and any post-effective amendment thereto, the Company met the requirements for the use of an “automatic shelf” registration statement” (as defined in Rule 405 under the Securities Act). No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering have been instituted or instituted, are pending or, to the knowledge of the Company and the GuarantorsCompany, are threatened by the Commission. No stop order preventing or suspending the use of any preliminary prospectus has been issued by the Commission. Each of the Preliminary Prospectus preliminary prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”) (except as may be permitted by Regulation S-T under the Securities Act), was or will be identical to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Securities. Each preliminary prospectus, at the time of filing thereof, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Registration Statement and any post-effective amendment thereto, at each the time of effectivenessit became effective and at the date hereof, complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “TIA”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, under the Securities Act and at the Closing DateDate (as defined herein), 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. The representations and warranties set forth in the two three immediately preceding sentences do not apply to (i) the Statement of Eligibility and Qualification of the Trustee under the TIA or (ii) statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus any preliminary prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing through the Representative by the Representatives expressly or on behalf of any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists of the information described as such in Section 8(b7(b) hereof. There is no material contract or other material document required to be described in the Prospectus or to be filed as an exhibit to the Registration Statement by the Securities Act that has not been described or filed as required or incorporated therein by reference as permitted by the Securities Act. The documents incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package (as defined below), when they became effective or deemed were filed with the Commission, as the case may be, conformed in all material respects to be the requirements of the Securities Act or the Exchange Act, as applicable; none of such documents incorporated by reference in the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading, and none of such documents incorporated by reference in the Prospectus at and the time Disclosure Package contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or hereafter the Disclosure Package, when such documents become effective or are filed with the Commission (collectivelyCommission, as the “Incorporated Documents”) complied and case may be, will comply conform in all material respects with to the requirements of the Securities Act or the Exchange Act. Each , as applicable; none of such Incorporated Document, when taken together with documents incorporated by reference in the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, and none of such documents incorporated by reference in order the Prospectus and the Disclosure Package will contain any untrue statement of a material fact or 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.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 under the Securities Act. The Original Registration Statement has automatically become effective upon filing with the Commission under Rule 424(e) under the 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 or any Rule 462(b) Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each No notice of objection of the Preliminary Prospectus and Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. The Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) (except as may be permitted by Regulation S T under the Securities Act), was identical 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 amendment thereto, at the time it became or becomes effective and at each time of effectivenessRepresentation Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or 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, date and at the time of any filing pursuant to Rule 424(b) and, at the Closing each Representation Date, 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. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter the Agent furnished to the Company in writing by the Representatives Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Agent to the Company consists of the information described as such in Section 8(b) hereof6 below. The There are no contracts or other documents incorporated or deemed required to be incorporated by reference described in the Prospectus at or to be filed as exhibits to the time they were Registration Statement which have not been described or hereafter are filed with as required. The Registration Statement and the Commission (collectively, offer and sale of the “Incorporated Documents”) complied Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingsaid rule.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become been declared effective upon filing with by the Commission under the Securities Act, or with respect to any Rule 462(b) Registration Statement, will be declared effective upon filing. The Company has complied with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus preliminary prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Shares. Each of the Registration Statement and any post-effective amendment thereto, at each the time of effectivenessit became effective and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The ProspectusProspectus (including any Prospectus wrapper), as amended or supplemented, as of its date, at the time of Closing Date (as defined herein) and at any filing pursuant to Rule 424(b) and, at the Subsequent Closing DateDate (as defined herein), 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists of the information described as such in Section 8(b) 8 hereof. The documents incorporated There is no contract or deemed other document required to be incorporated by reference described in the Prospectus at the time they were or hereafter are to be filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with as exhibits to the Registration Statement which has not been described or filed as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingrequired.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus and Commission for additional or supplemental information has been complied with. At the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of respective times the Registration Statement and any post-effective amendment thereto, amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission (the “Annual Report on Form 10-K”)) became effective and at each time of effectivenessRepresentation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder (the “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 any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Preliminary Prospectus nor the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 of the trustee under the Trust Indenture Act (the “Form T-1”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein, it being understood . Each preliminary prospectus and agreed that the only such information furnished by the Representatives consists prospectus filed as part of the information described Registration Statement, as such in Section 8(b) hereof. The documents incorporated originally filed or deemed as part of any amendment thereto, or filed pursuant to be incorporated by reference in Rule 424 under the Prospectus at the time they were or hereafter are Securities Act, complied when so filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Securities will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Issuers meet the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company Issuers and the GuarantorsOperating Partnership, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date (as defined herein), complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Issuers in writing by any Underwriter through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8(b) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time (as defined herein) and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 Securities Act. The Original Registration Statement has become and any Rule 462(b) Registration Statement will be declared effective upon filing with by the Commission under the Securities ActAct prior to the date of their first use. 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 or any Rule 462(b) Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the The Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the Securities Act), was identical 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 amendment thereto, at each the time of effectivenessit became effective and at all subsequent times, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or 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, at the time of any filing pursuant to Rule 424(b) did not and, at the Closing each Settlement Date, 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. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter the Agent furnished to the Company in writing by the Representatives Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Agent to the Company consists of the information described as such in Section 8(b) hereof6 below. The There are no contracts or other documents incorporated or deemed required to be incorporated by reference described in the Prospectus at or to be filed as exhibits to the time they were Registration Statement which have not been described or hereafter are filed with as required. The Registration Statement and the Commission (collectively, offer and sale of the “Incorporated Documents”) complied Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingsaid rule.

Compliance with Registration Requirements. The Company meets Registration Statement (and any further documents to be filed with the requirements for use of Form S‑3 under Commission) will contain all exhibits and schedules as required by the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or at the Prospectus time it becomes effective, and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending orat each Closing Date, to the knowledge of the Company and the Guarantors, are threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and did the Exchange Act and the applicable Regulations and will not and, as amended or supplemented, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Preliminary Prospectus and the Pricing Prospectus and any Free Writing Prospectus, each as of its respective date, will comply in all material respects with the Securities Act and the Exchange Act and the applicable Regulations. Each of the Preliminary Prospectus and the Pricing Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, did not and will not contain as of the respective dates thereof 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. The representations and warranties set forth Incorporated Documents, if any, when they were filed with the Commission, conformed in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished all material respects to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists requirements of the information described as Exchange Act and the applicable Regulations, and none of such in Section 8(b) hereof. The documents incorporated documents, when they were filed with the Commission, contained any untrue statement of a material fact or deemed omitted to be state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Prospectus at Disclosure Documents), in light of the time circumstances under which they were or hereafter made not misleading; and any further documents so filed and incorporated by reference in the Disclosure Documents, when such documents are filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply conform in all material respects with to the requirements of the Exchange Act. Each such Incorporated DocumentAct and the applicable Regulations, when taken together with the Registration Statement as of its dateapplicable, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, and will not at the Closing Date 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. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Disclosure Documents, or to be filed as exhibits or schedules to the Registration Statement, that will not have been described or filed as required.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the Guarantors, are threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and 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 statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.

Compliance with Registration Requirements. The Company Westpac meets the requirements for use of Form S‑3 F-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act Regulations, and the Notes, since the Initial Effective Date, have been and remain eligible for registration by Westpac on a Rule 405 automatic shelf registration statement. No stop order suspending the effectiveness of the Registration Statement is in effect, has been issued by the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings proceeding for such that purpose or pursuant to Section 8A of the Securities Act have against Westpac or related to the offering has been instituted or are pending initiated or, to the knowledge of the Company and the GuarantorsWestpac’s knowledge, are threatened by the Commission. Each At the respective times the Registration Statement and each amendment thereto became effective and at each deemed effective date with respect to the Purchasing Agent and the applicable Agents pursuant to Rule 430B(f) of the Preliminary Prospectus Securities Act Regulations, the Registration Statement complied, complies and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each requirements of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and the Securities Act Regulations, and did not, does not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Westpac makes no representation or warranty with respect to that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act. Each Preliminary Prospectus and each Prospectus, as of its date, and, if amended or supplemented, as of the date of any amendment or supplement, and, in the case of each Prospectus, at the applicable Settlement Date, conformed, conforms and will conform in all material respects with the requirements of the Securities Act and the Securities Act Regulations, and any Preliminary Prospectus or any Prospectus, as of its date, at and, if amended or supplemented, as of the time date of any filing pursuant to Rule 424(b) amendment or supplement, and, in the case of each Prospectus, at the Closing applicable Settlement Date, did not, does not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as As of the Applicable Time andand on the Settlement Date for each offer of Notes, when taken together with the Prospectus, General Disclosure Package for such offer did not and will not at the Closing Date contain include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No statement of material fact included in the Prospectus was omitted from the General Disclosure Package, and no statement of material fact included in the General Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

Compliance with Registration Requirements. The Company meets Registration Statement is a shelf registration statement that has been filed with the requirements for Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of Form S‑3 such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act. The Registration Statement Act has become effective upon filing with been received by the Commission under the Securities ActCompany. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the The Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to XXXXX or IDEA (except as may be permitted by Regulation S-T under the Securities Act. Each ), was identical to the copy thereof delivered to the Underwriter for use in connection with the offer and sale of the Offered Shares. The Registration Statement and any post-effective amendment thereto, at the time it became effective and at the First Closing Date (as defined in Section 3) and, if applicable, as of each time of effectivenessOption Closing Date (as defined in Section 3), complied and, as amended or supplemented, if applicable, will, as of the date of such amendment or supplement, as applicable, comply in all material respects with the Securities Act and did not and, as amended or supplemented, if applicable, will not, as of the date of such amendment or supplement, as applicable, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Time of Sale Prospectus does not, and at the time of each sale of the Offered Shares in connection with the offering and at the First Closing Date (as defined in Section 3) and, if applicable, as of each Option Closing Date (as defined in Section 3), the Time of Sale Prospectus, as then amended or supplementedsupplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or 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, provided that the Underwriter will notify the Company within a reasonable time prior to any sale occurring other than at the Applicable Time. The Base Prospectus, as of its date, did not, and at the time of any filing pursuant to Rule 424(bFirst Closing Date (as defined in Section 3) and, at the if applicable, as of each Option Closing Date, did not and will not 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. The representations and warranties set forth in the two four immediately preceding sentences do not apply to statements in or omissions from the Registration Statement Statement, or any post-effective amendment thereto, or the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company in writing by the Representatives Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Underwriter to the Company consists of the information described as such in Section 8(b10(C) hereofbelow. There are no contracts or other documents required to be described in the Time of Sale Prospectus, the Preliminary Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Company meets, and at the time the Registration Statement was originally declared effective the Company met, the applicable requirements for use of Form S-3 under the Securities Act. The documents incorporated or deemed to be incorporated by reference in the Preliminary Prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the applicable requirements of the Exchange Act. Each such Incorporated Document, and, when taken read together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of the Applicable Time and, when taken together with Preliminary Prospectus and the Prospectus, will not at the time the Registration Statement and any amendments thereto become effective and at the Closing Date will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the facts 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. The Company is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) in connection with the offering of the Offered 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 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. The Time of Sale Prospectus complies in all material respects with the requirements of the Securities Act, as of its date and at the First Closing Date and, if applicable, as of each Option Closing Date. Except for the free writing prospectuses, if any, identified on Schedule A, the Company has not prepared, used or referred to, and will not, without the prior consent of the Underwriter, prepare, use or refer to, any free writing prospectus.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus and Commission for additional information has been complied with. At the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of respective times the Registration Statement and any post-effective amendment theretoamendments thereto became effective, the date of the Prospectus Supplement and at the Closing Date (and, if any Option Shares are purchased, at each time of effectivenessthe Additional Closing Date), the Registration Statement (including without limitation, the documents incorporated by reference therein) and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended Neither the Prospectus nor any amendments or supplemented, as of its datesupplements thereto, at the time of the Prospectus or any filing pursuant to Rule 424(b) such amendment or supplement was issued and at the Closing Date (and, if any Option Shares are purchased, at the Additional Closing Date), did not and included or will not contain any 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. The representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement (including without limitation, the documents incorporated by reference therein) or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Underwriter expressly for use thereinin the Registration Statement or Prospectus, it being understood and agreed that the only such information furnished by the Representatives Underwriter consists of the information described as such in Section 8(b6(b) hereof. The documents incorporated or deemed to be incorporated by reference in Each preliminary prospectus and the Prospectus at filed as part of the time they were Registration Statement as originally filed or hereafter are as part of any amendment thereto, or filed with pursuant to Rule 424 under the Commission (collectivelySecurities Act, the “Incorporated Documents”) complied and will comply when so filed in all material respects with the requirements of Securities Act and each preliminary prospectus and the Exchange Act. Each such Incorporated Document, when taken together Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus and Commission for additional information has been complied with. At the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of respective times the Registration Statement and any post-effective amendment thereto, amendments thereto became effective and at each time of effectivenessRepresentation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The At the date of the Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing DateDate and at any Date of Delivery, did not and neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper) included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any of the Representatives Underwriters through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8(b) 7 hereof. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelySEC, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Securities Act. Each such Incorporated Document, when taken together and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the Registration Statement offering of the Securities, at the time of such delivery, was or will be, as of its datethe case may be, when taken together be identical to any electronically transmitted copies thereof filed with the Disclosure PackageCommission pursuant to XXXXX, did not as of except to the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effecthas been issued under the Securities Act, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus and Commission for additional information has been complied with. At the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of respective times the Registration Statement and any post-effective amendment theretoamendments thereto became effective and at the Applicable Time and the Closing Date, at each time of effectiveness, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any the Underwriter furnished to Information (as defined below) or the Company in writing by Selling Stockholder Information (as defined below). Each Preliminary Prospectus and the Representatives expressly for use thereinProspectus, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are each was filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Shares will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Regixxxxxion Statement has been declared effective by the requirements for use of Form S‑3 Commission under the Securities Act. The Registration Statement Commission has become effective upon filing with not requested any additional or supplemental information which has not been provided to the Commission under the Securities ActCommission. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities ActAct and the applicable rules thereunder and, if filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securitixx Xxt), was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the ADSs. Each of the Registration Statement and any post-effective amendment thereto, at each the time of effectivenessit became effective and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) and), at the Closing DateDate (as defined herein) and at any Subsequent Closing Date (as defined herein), 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) 7 hereof. The documents incorporated There is no contract or deemed other document required to be described in the Prospectus or to be filed as an exhibit to the Registration Statement which has not been described, filed or incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingas required.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus and Commission for additional information has been complied with. At the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of respective times the Registration Statement and any post-effective amendment theretoamendments thereto (including the filing with the Commission of the Company’s Annual Report on Form 10-K for the year ended December 31, at each time 2019) became effective and as of effectivenessthe 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 Securities Act and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date and any Option Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, thereto or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any 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(b5(b) hereof. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Shares will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to EXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Registration Statement is a shelf registration statement that has been declared effective by the requirements for Commission. No notice of objection of the Commission to the use of Form S‑3 such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act. The Registration Statement Act has become effective upon filing with been received by the Commission under the Securities ActCompany. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the The Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the Securities Act. Each ), was identical to the copy thereof delivered to the Underwriter for use in connection with the offer and sale of the Offered Shares. The Registration Statement and any post-effective amendment thereto, at the time it became effective and at the First Closing Date (as defined in Section 3) and, if applicable, as of each time of effectivenessOption Closing Date (as defined in Section 3), complied and, as amended or supplemented, if applicable, will, as of the date of such amendment or supplement, as applicable, comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Time of Sale Prospectus does not, and at the time of each sale of the Offered Shares in connection with the offering and at the First Closing Date (as defined in Section 3) and, if applicable, as of each Option Closing Date (as defined in Section 3), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or 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, provided that the Underwriter will notify the Company within a reasonable time prior to any sale occurring other than at the Applicable Time. The Base Prospectus, as amended or supplemented, as of its date, date and at the time of any filing pursuant to Rule 424(b) First Closing Date, and, at the if applicable, as of each Option Closing Date, 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. The representations and warranties set forth in the two four immediately preceding sentences do not apply to statements in or omissions from the Registration Statement Statement, or any post-effective amendment thereto, or the Preliminary Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Company in writing by the Representatives Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Underwriter to the Company consists of the information described as such in Section 8(b10(C) hereofbelow. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Company meets, and at the time the Registration Statement was originally declared effective the Company met, the applicable requirements for use of Form S-3 under the Securities Act. The documents incorporated or deemed to be incorporated by reference in the Prospectus Prospectus, at the time they were it hereafter is filed with the Commission, will comply in all material respects with the applicable requirements of the Exchange Act. The Company is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) in connection with the offering of the Offered 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 433(d) under the Securities Act has been, or hereafter are will be, filed with the Commission (collectivelyin accordance with the requirements of the Securities Act. The Time of Sale Prospectus complies in all material respects with the requirements of the Securities Act, as of its date and at the “Incorporated Documents”First Closing Date and, if applicable, as of each Option Closing Date. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) complied and 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 requirements of the Exchange Securities Act. Each such Incorporated DocumentExcept for the free writing prospectuses, when taken together with if any, identified on Schedule B, the Registration Statement as of its dateCompany has not prepared, when taken together with used or referred to, and will not, without the Disclosure Package, did not as prior consent of the Applicable Time andUnderwriter, when taken together with the Prospectusprepare, will not at the Closing Date contain use or refer to, 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 misleadingfree writing prospectus.

Compliance with Registration Requirements. The Company meets Securities have been duly registered under the requirements for use of Form S‑3 Securities Act pursuant to the Registration Statement. The Registration Statement became effective upon filing under Rule 462(e) under the Securities Act. The , and any Replacement Registration Statement has will have become effective upon filing with the Commission under the Securities Act. No , no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement is in effect, the Commission has not been issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are threatened contemplated by the Commission. Each , and any request on the part of the Preliminary Prospectus and Commission for additional information has been complied with. At the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each respective times each of the Registration Statement, any Replacement Registration Statement and any post-effective amendment theretoamendments thereto became or becomes effective and as of the date hereof, at each time of effectivenessthe Registration Statement, any Replacement Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, and the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and each effective date with respect thereto, did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended Neither the Prospectus nor any amendments or supplementedsupplements thereto, as of its datetheir respective dates, and at the time of any filing pursuant to Rule 424(b) and, at the Closing each Applicable Time and Settlement Date, did not and as the case may be, included or will not contain any 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. The representations and warranties set forth in the two immediately preceding sentences do paragraph shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, as amended or any amendments or supplements theretosupplemented, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Xxxxx Fargo Securities expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists . The copies of the information described as such in Section 8(b) hereof. The documents incorporated or deemed Registration Statement and any Replacement Registration Statement and any amendments thereto, any other preliminary prospectus, each Issuer Free Writing Prospectus that is required to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements thereto delivered and to be delivered to Xxxxx Fargo Securities (collectively, electronically or otherwise) in connection with the “Incorporated Documents”) complied offering of the Securities were and will comply in all material respects be identical to the electronically transmitted copies thereof filed with the requirements Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Each Issuer Free Writing Prospectus relating to the Securities, as of its issue date and as of each Applicable Time and Settlement Date, did not, does not and will not include any information that conflicted, conflicts or will conflict with the Exchange Act. Each such Incorporated Document, when taken together with information contained in the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with or the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded or modified, or included, includes or will not at the Closing Date contain any include an untrue statement of a material fact or 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 madecircumstances, prevailing at that subsequent time, not misleading. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by Xxxxx Fargo Securities specifically for use therein. At the time of the initial filing of the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), at the time the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the Securities Act and at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act, including not having been and not being an “ineligible issuer,” as defined in Rule 405 of the Securities Act; and, without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. Each document incorporated by reference in the Registration Statement or the Prospectus heretofore filed, when it was filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements of the Exchange Act, and any further documents so filed and incorporated after the date of this Agreement will, when they are filed, conform in all material respects with the requirements of the Exchange Act; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

Compliance with Registration Requirements. The Company meets offer and sale of the requirements for use of Form S‑3 Shares have been duly registered under the Securities ActAct pursuant to the Registration Statement. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No , and no stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined in Section 20), or the effectiveness of the Registration Statement, any Preliminary Prospectus or the Prospectus has been issued and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are threatened contemplated by the Commission. Each , and any request on the part of the Preliminary Prospectus and Commission for additional information has been complied with. At the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each respective times each of the Registration Statement and any post-effective amendment theretoamendments thereto became or becomes effective and as of the date hereof, at each time of effectiveness, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act Act. At the respective times that each of the Registration Statement and any post-effective amendments thereto became or becomes effective and that any Annual Report on Form 10-K of the Company is filed with the Commission, the Company met or will meet the eligibility requirements for use of a registration statement on Form S-3. The Registration Statement meets, and the offering and sale of the Shares as contemplated hereby comply with, the requirements of Rule 415 under the Securities Act. The Registration Statement, as of the date hereof and each effective date with respect thereto, did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended Neither the Prospectus nor any amendments or supplementedsupplements thereto, as of its datetheir respective dates, and at the time of any filing pursuant to Rule 424(b) and, at the Closing each Applicable Time and Settlement Date, did not and as the case may be, included or will not contain any 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. The representations and warranties set forth in the two immediately preceding sentences do paragraph shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, as amended or any amendments or supplements theretosupplemented, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Agents, the Forward Sellers and the Forward Purchasers expressly for use therein. For purposes of this Agreement, it being understood and agreed that the only such information so furnished by shall be the Representatives consists legal and/or marketing names of the information described Agents, the Forward Sellers and the Forward Purchasers appearing on the front cover page of the Prospectus. The copies of the Registration Statement and any amendments thereto, any other preliminary prospectus, each “issuer free writing prospectus” (as such term is defined in Section 8(bRule 433 under the Securities Act) hereof. The documents incorporated or deemed that is required to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission pursuant to Rule 433 under the Securities Act and the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Agents or the Forward Sellers (collectively, electronically or otherwise) in connection with the “Incorporated Documents”) complied offering of the Shares were and will comply in all material respects be identical to the electronically transmitted copies thereof filed with the requirements Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Each “issuer free writing prospectus”, as defined in Rule 433 under the Securities Act, relating to the Shares that (i) is required to be filed with the Commission by the Company, (ii) is a “road show” that is a “written communication” within the meaning of Rule 433(d)(8)(i) under the Securities Act, whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) under the Securities Act because it contains a description of the Exchange Act. Each Shares or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Exhibit G attached hereto, in each case in the form furnished (electronically or otherwise) to the Agents or the Forward Sellers for use in connection with the offering of the Shares (each, an “Issuer Free Writing Prospectus”), as of its issue date and (except to the extent such Incorporated DocumentIssuer Free Writing Prospectus has been superseded or modified by a subsequent Issuer Free Writing Prospectus) as of each Applicable Time and Settlement Date, did not, does not and will not (A) include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded or modified, or (B) when taken read together with the information in the Registration Statement and the Prospectus (as of its dateeach may be amended or supplemented), when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date contain any include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with information furnished to the Company in writing by the Agents, the Forward Sellers and the Forward Purchasers expressly for use therein. At the time of the initial filing of the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), at the time the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act and at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act, including not having been and not being an “ineligible issuer”, as defined in Rule 405 under the Securities Act. Without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 under the Securities Act for the use of a free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the offering contemplated hereby. Each document incorporated by reference in the Registration Statement or the Prospectus heretofore filed, when it was filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements of the Exchange Act, and any further documents so filed and incorporated after the date of this Agreement will, when they are filed, conform in all material respects with the requirements of the Exchange Act. No such document, when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No such document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Registration Statement is an automatic shelf registration statement (as defined for purposes of this Section 5(a)(1) in Rule 405 under the Securities Act) and initially became effective not earlier than the date that is three years prior to the date hereof. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the use of the automatic shelf registration statement form, and the Shares have been and remain eligible for registration by the Company on an automatic shelf registration statement form.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become became effective upon filing with the Commission under Rule 462(e) of the 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 is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus preliminary prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. Each of the Preliminary Prospectus preliminary prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities ActAct and the rules thereunder. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectivenesseffectiveness and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The ProspectusProspectus (including any Prospectus wrapper), as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) and), at the Closing DateDate (as defined herein) and at any Subsequent Closing Date (as defined herein), 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 thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus(including any wrapper thereto), or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of the Representatives consists of the information described Underwriter Content (as such in Section 8(b) hereofdefined herein). The documents incorporated There is no contract or deemed other document required to be described in the Prospectus or to be filed as an exhibit to the Registration Statement that has not been described or filed as required. Each document incorporated by reference in the Registration Statement or the Prospectus at the time they were heretofore filed, when it became effective or hereafter are when it was filed (or, if any amendment with the Commission (collectivelyrespect to any such document was filed, the “Incorporated Documents”) complied and will comply when such amendment was filed), conformed in all material respects with the requirements of the Securities Act or Exchange Act, as applicable. Each such Incorporated DocumentAny further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when taken together such documents become effective or are filed with the Registration Statement Commission, as of its datethe case may be, will, when taken together they are filed, conform in all material respects with the Disclosure Package, did not as requirements of the Applicable Time andSecurities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; no such document when it was filed (or, if an amendment with respect to any such document was filed, when taken together with the Prospectussuch amendment was filed), will not at the Closing Date contain any contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading; and no such document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the light of the circumstances under which they were made, statements therein not misleading.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become became effective upon filing with the Commission under the Securities Acton September 1, 2011. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the Guarantors, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date (as defined herein), complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made or omitted in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists only of the information described as such in Section 8(b) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time (as defined herein) and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act (“Rule 405”), and 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 Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effectStatement, or notice objecting to its use pursuant to Rule 401(g)(2) under the Securities Act (“Rule 401(g)(2)”), has been issued by the Commission has not issued any and no 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, any the Preliminary Prospectus or the Prospectus and no proceedings or any proceeding for such purpose or pursuant to Section 8A of the Securities Act have has been instituted or are is pending or, to the knowledge of the Company and the GuarantorsCompany’s knowledge, are is contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Acta Governmental Entity. Each of the Registration Statement and any post-effective amendment thereto, at each the time of their respective effectiveness, complied at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2), at the date hereof, at the Closing Date and at any Subsequent Closing Date, complied, complies and will comply in all material respects with the Securities Act and did not, does not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Preliminary Prospectus and the Prospectus, as amended when filed with the Commission, complied and will comply in all material respects with the Securities Act. The Prospectus and any supplement or supplementedamendment thereto, as of its datetheir respective dates, at the time of any filing pursuant to Rule 424(b) and), at the Closing Date and at any Subsequent Closing Date, did not, does not and will not contain any 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. The representations and warranties set forth in the two immediately preceding sentences two paragraphs do not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), (ii) statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments amendment or supplements supplement thereto, made in reliance based upon and in conformity with written information relating to any Underwriter 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 the Representatives any Underwriter consists of the information described as such in Section 8(b7 hereof, or (iii) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements any statement that does not constitute part of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with or the Disclosure Package, did not as of Prospectus pursuant to Rule 412 under the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date contain any untrue statement of a material fact Securities Act. There is no contract or omit other document required to state a material fact necessary in order to make the statements therein, be described in the light of Registration Statement or the circumstances under which they were made, Prospectus or to be filed as an exhibit to the Registration Statement that has not misleadingbeen described or filed as required.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus preliminary prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus Any preliminary prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities ActAct and the rules thereunder. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectivenesseffectiveness and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) and, at the Closing DateDate (as defined herein), 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) 8 hereof. There is no contract or other document required to be described in the Prospectus or to be filed as an exhibit to the Registration Statement that has not been described or filed as required. The documents incorporated by reference in the Prospectus, when they became effective or deemed were filed with the Commission, as the case may be, conformed in all material respects to be the requirements of the Securities Act or the Exchange Act, as applicable. Any further documents so filed and incorporated by reference in the Prospectus at the time they were or hereafter any further amendment or supplement thereto, when such documents become effective or are filed with the Commission (collectivelyCommission, as the “Incorporated Documents”) complied and case may be, will comply conform in all material respects with to the requirements of the Securities Act or the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingapplicable.

Compliance with Registration Requirements. The Each of the Company and the Guarantor meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge best of the Company and Company’s or the GuarantorsGuarantor’s knowledge, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus 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 Prospectus when filed complied or will comply with, as applicable, in all material respects with rules and regulations promulgated thereunder (the Securities “Trust Indenture Act”). Each of At the respective times the Registration Statement and any post-effective amendment theretoamendments thereto became effective, at each time of effectiveness, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Guarantor in writing by any 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) 8 hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date (as defined in Section 3(a) hereof) and any Option Closing Date (as defined in Section 2(b) hereof), complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date and any Option Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated by reference or deemed to be incorporated by reference in the Prospectus at Registration Statement, the time Disclosure Package (as defined herein) and the Prospectus, when they were filed or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied conformed and will comply conform in all material respects with to the requirements of the Exchange Act. Each Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such Incorporated Documentdocuments are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, as of their respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time and, when taken together with the other information in the Prospectus, will not at the Closing Date contain and any Option Closing Date, 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 Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the Guarantors, are contemplated or threatened by the Commission. 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”). Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists of the information described as such in Section 8(b7(b) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 Original Registration Statement and any Rule 462(b) Registration Statement shall have become effective under the Securities ActAct prior to the issuance of any Issuance Notice by the Company. The Registration Statement Company has become effective upon filing complied to the Commission’s satisfaction with all requests of the Commission under the Securities Actfor additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the The Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the Securities Act), was identical 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 amendment thereto, at the time it became or becomes effective and at each time Issuance Notice Date, Settlement Date, Triggering Event Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(o) and as of effectivenesseach Time of Sale, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, at the time the Registration Statement became or becomes effective, and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not and will not contain any untrue statement of a material fact or 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 datethe most recent effective date of the Registration Statement and at each Issuance Notice Date, at Settlement Date, Triggering Event Date with respect to which the time of any filing Company is obligated to deliver a certificate pursuant to Rule 424(bSection 4(o) and, at the Closing Dateand as of 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. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter the Agent furnished to the Company in writing by the Representatives Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Agent to the Company consists of the information described as such in Section 8(b) hereof6 below. The There are no contracts or other documents incorporated or deemed required to be incorporated by reference described in the Prospectus at or to be filed as exhibits to the time they were Registration Statement which have not been described or hereafter are filed with as required. The Registration Statement and the Commission (collectively, offer and sale of the “Incorporated Documents”) complied Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingsaid rule.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus Prospectus, when filed filed, complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated by reference or deemed to be incorporated by reference in the Prospectus at Registration Statement, the time Disclosure Package (as defined herein) and the Prospectus, when they were filed or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied conformed and will comply conform in all material respects with to the requirements of the Exchange Act. Each Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such Incorporated Documentdocuments are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, as of their respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 Securities Act. The Registration Statement has become became effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus preliminary prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and the rules thereunder and, if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was or will be identical to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Notes. Each of the Registration Statement and any post-effective amendment thereto, at each the time of effectivenessit became effective and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, under the Securities Act and at the Closing DateDate (as defined herein), 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) 7 hereof. There is no contract or other document required to be described in the Prospectus or to be filed as an exhibit to the Registration Statement that has not been described or filed as required. The documents incorporated by reference in the Prospectus, when they became effective or deemed were filed with the Commission, as the case may be, conformed in all material respects to be the requirements of the Securities Act or the Exchange Act, as applicable. Any further documents so filed and incorporated by reference in the Prospectus at the time they were or hereafter any further amendment or supplement thereto, when such documents become effective or are filed with the Commission (collectivelyCommission, as the “Incorporated Documents”) complied and case may be, will comply conform in all material respects with to the requirements of the Securities Act or the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingapplicable.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become been declared effective upon filing with by the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are have been threatened by the Commission. Each preliminary prospectus and the prospectus filed as part of the Preliminary Prospectus and Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Prospectus Securities Act, complied when so filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each Act and each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with the offer and sale of the Common Shares will, at the time of such delivery, be identical to any copies filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act). The Registration Statement and any post-effective amendment thereto, at each the time it became effective and at all subsequent times through the end of effectivenessthe Prospectus Delivery Period (as hereinafter defined), complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, date and at all subsequent times through the time end of any filing pursuant to Rule 424(b) and, at the Closing DateProspectus Delivery Period, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement Statement, or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter or the Selling Stockholder furnished to the Company in writing by or on behalf of the Representatives or the Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The There are no contracts or other documents incorporated or deemed required to be incorporated by reference described in the Prospectus at the time they were or hereafter are to be filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with as exhibits to the Registration Statement which have not been described or filed as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingrequired.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus 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 Prospectus when filed complied or will comply withrules and regulations promulgated thereunder (collectively, as applicable, in all material respects with the Securities “Trust Indenture Act”). Each of At the respective times the Registration Statement and any post-effective amendment theretoamendments thereto became effective and as of the Initial Sale Time and as of the Closing Date, at each time of effectiveness, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any 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(b6(b) hereof. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Notes will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to EXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Old EQT, at the time of filing of the Registration Statement, met and the Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus and Commission for additional information has been complied with. At the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of respective times the Registration Statement and any post-effective amendment theretoamendments thereto (including the filing with the Commission of the Company’s Annual Report on Form 10-K for the year ended December 31, at each time 2009) became effective and as of effectivenessthe Initial Sale Time and as of the Closing Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any 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(b5(b) hereof. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelySEC, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Shares will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus Commission for additional information has been complied with. At the respective times the Registration Statement and any amendments thereto became effective and at each Representation Date, the Prospectus when filed Registration Statement and any amendments thereto (i) complied or and will comply with, as applicable, in all material respects with the Securities Act. Each requirements of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date or each Option Closing Date, did not and as applicable, neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this Section 1(a) shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any 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) 9 hereof. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Shares will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company Depositor meets the requirements for use of Form S‑3 S-3 under the Securities Act. If the Registration Statement contains the undertaking specified by Regulation S-K Item 512(a), the Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsDepositor, are threatened contemplated by the Commission. Each , and any request on the part of the Preliminary Prospectus and Commission for additional information has been complied with. The Indenture has been duly qualified under the Prospectus when filed complied or will comply withTrust Indenture Act of 1939, as applicable, in all material respects with amended (the Securities “Trust Indenture Act”). Each of At the respective times that the Registration Statement and any post-effective amendments thereto became effective and at the Closing Time, the Registration Statement and each such amendment thereto, at each time of effectiveness, thereto complied and will comply in all material respects with the requirements of the Securities Act, the Securities Act Regulations, the Trust Indenture Act and the rules and regulations of the Commission under the Trust Indenture Act (the “Trust Indenture Act Regulations”) and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended Neither the Prospectus nor any amendment or supplemented, as of its datesupplement thereto, at the time of the Prospectus or any filing pursuant to Rule 424(b) and, such amendment or supplement was issued and at the Closing DateTime, did not and included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this sub Section shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Depositor in writing by any Underwriter through the Representatives Representative expressly for use therein, it being understood in the Registration Statement or the Prospectus. Any Preliminary Prospectus and agreed that the only such information furnished by the Representatives consists Prospectus filed as part of the information described Registration Statement as such in Section 8(b) hereof. The documents incorporated originally filed or deemed as part of any amendment thereto, or filed pursuant to be incorporated by reference in Rule 424 of the Prospectus at the time they were or hereafter are Securities Act Regulations, complied when so filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act Regulations and any Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Certificates will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become became effective upon filing with the Commission under the Securities Acton July 28, 2014. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the Guarantors, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date (as defined herein), complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made or omitted in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists only of the information described as such in Section 8(b) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time (as defined herein) and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 S-3 under the Securities Act. The Registration Statement has become became effective upon filing with the Commission under the Securities Acton September 1, 2011. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus Statement or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the The Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Time (as defined herein), complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing DateTime, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made or omitted in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Underwriter consists only of the information described as such in Section 8(b8(c) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time (as defined herein) and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Time, 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 F-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge best of the Company and the GuarantorsCompany’s knowledge, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus 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 Prospectus when filed complied or will comply with, as applicable, in all material respects with rules and regulations promulgated thereunder (the Securities “Trust Indenture Act”). Each of At the respective times the Registration Statement and any post-effective amendment thereto, amendments thereto became effective and at each time of effectivenessRepresentation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any 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) 8 hereof. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Notes will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 F-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and Regulations and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and Regulations and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge best of the Company and the GuarantorsCompany’s knowledge, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus Commission for additional information has been complied with. In addition, the Indenture [[has been] [or] [will be]] duly qualified under the Trust Indenture Act of 1939, as amended, and the Prospectus when filed complied or will comply with, as applicable, in all material respects with rules and regulations promulgated thereunder (the Securities “Trust Indenture Act”). Each of At the respective times the Registration Statement and any post-effective amendment thereto, amendments thereto became effective and at each time of effectivenessthe date hereof, the Initial Sale Time and the Closing Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and Regulations and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any 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. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act and Regulations, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Notes will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets has not received, and has no notice of, any order of the Commission preventing or suspending the use of any Preliminary Prospectus, or instituting proceedings for that purpose, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become is effective upon filing with the Commission under the Securities Act. No , and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted initiated or are pending or, to the knowledge of the Company and the Guarantors, are or threatened by the Commission. Each At the time of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each effectiveness of the Registration Statement and any post-effective amendment thereto, at the date of issuance of the Prospectus and any amendment or supplement thereto the Registration Statement and each time of effectivenessamendment if any, complied thereto and the Prospectus and each amendment or supplement, if any, thereto fully complied, fully complies and will fully comply, as applicable, in all material respects with the provisions of the Securities Act Act, and at the time of effectiveness of the Registration Statement and any post-effective amendment thereto, at the date of issuance of the Prospectus and any amendment or supplement thereto and at the First Closing Date (as defined herein) and any Second Closing Date (as defined herein), the Registration Statement did not, does not contain any and will not, as applicable, include 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. The Prospectus, as amended or supplementedand the Prospectus did not, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, did does not and will not contain any not, as applicable, 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. The representations and warranties set forth ; PROVIDED, HOWEVER, that the Company makes no warranty or representation with respect to any statement contained in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to concerning the Underwriters and furnished in writing by or on behalf of any Underwriter furnished through you to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with or the Prospectus. All legal or governmental proceedings, will not at the Closing Date contain any untrue statement statutes, regulations, contracts, licenses, agreements, leases or other documents of a material fact or omit character required to state a material fact necessary in order to make the statements therein, be described in the light of Registration Statement or the circumstances under which they were made, not misleadingProspectus or to be filed as an exhibit to the Registration Statement have been so described or filed as required.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the Guarantors, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date (as defined herein), complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, and at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective filing dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No , no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are threatened contemplated by the Commission. Each , and any request on the part of the Preliminary Prospectus Commission for additional information has been complied with. At the time the Registration Statement became effective and at the Prospectus when filed date hereof, the Registration Statement and any amendments and supplements thereto complied or and will comply with, as applicable, in all material respects with the Securities Act. Each requirements of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied in all material respects with the Securities Act and the Trust Indenture Act, and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended Neither the Prospectus nor any amendments or supplemented, as of its datesupplements thereto, at the time of the Prospectus or any filing pursuant to Rule 424(b) and, such amendment or supplement was issued and at the Closing DateTime, did not and included or will not contain any 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. The representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, any amendment or any amendments or supplements thereto, supplement thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by or on behalf of any Underwriter through the Representatives Representative expressly for use thereinin the Registration Statement or Prospectus, it being understood and agreed that the only such information furnished by the Representatives Representative consists of the information described as such in Section 8(b) 8 hereof. The documents incorporated Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or deemed as part of any amendment thereto, or filed pursuant to be incorporated by reference in Rule 424 under the Prospectus at the time they were or hereafter are Securities Act, complied when so filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of Securities Act and each preliminary prospectus and the Exchange Act. Each such Incorporated Document, when taken together Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Registration Statement and any post-effective amendment thereto have been declared effective by the requirements for use of Form S‑3 Commission under the Securities Act. The Registration Statement has become Act or became effective upon filing with the Commission under the 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 is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the The Registration Statement and any post-effective amendment theretothereto complied at the time it became effective, complies as of the date hereof and will comply, as amended or supplemented, at each time Closing Date and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of effectivenessNotes, complied in all material respects with the Securities Act and did not, does not or will not, as the case may be, contain any untrue statement of a material fact or omit omitted, omits or will omit, as the case may be, to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification of the Trustee under the Trust Indenture Act (as defined below). The Each Preliminary Prospectus and the Prospectus, when filed, complied or will comply when so filed in all material respects with the Securities Act and copies thereof delivered to the Underwriters for use in connection with the offer and sale of the Notes was identical to the copies thereof filed by electronic transmission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”) (except as may be permitted by Regulation S-T under the Securities Act). Each Preliminary Prospectus, as of its date, at each Closing Date and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Notes, and the Prospectus, as amended or supplemented, as of its date, at each Closing Date and at all times during which a prospectus is required by the time Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of any filing pursuant to Rule 424(b) and, at the Closing DateNotes, did not, does not and or will not not, as the case may be, contain any untrue statement of a material fact or omit omitted, omits or will omit, as the case may be, 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. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. Each “issuer free writing prospectus,” as defined under Rule 433 of the Securities Act (“Rule 433”), relating to the Notes that (i) is required to be filed with the Commission by the Company, (ii) is a “road show for an offering that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Notes or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (any such issuer free writing prospectus, is called an “Issuer Free Writing Prospectus”), as of its issue date and at all subsequent times through the completion of the public offer and sale of the Notes or until any earlier date that the Company notified or notifies the Representatives as described in Section 3, 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 Prospectus and any Preliminary Prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified. As of 3:30 p.m. San Francisco Time on January 22, 2014 or such other time as agreed by the Company and the Representatives, the (“Applicable Time”), neither (x) any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors and specified in Schedule B hereto (an “Issuer General Use Free Writing Prospectus”) issued at or prior to the Applicable Time, the prospectus relating to the Notes that is included in the Registration Statement immediately prior to the Applicable Time, and any Preliminary Prospectus all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Free Writing Prospectus that is not an Issuer General 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. The representations and warranties set forth in the two immediately preceding sentences this subsection do not apply to statements in or omissions from the Registration Statement Statement, or any post-effective amendment thereto, or the each Preliminary Prospectus or Prospectus, the Prospectus, or any amendments or supplements thereto, or any Issuer Free Writing Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date (as defined in Section 3(a) hereof) and any Option Closing Date (as defined in Section 2(b) hereof), complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date and any Option Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-post- effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b) hereof. The documents incorporated by reference or deemed to be incorporated by reference in the Prospectus at Registration Statement, the time Disclosure Package (as defined herein) and the Prospectus, when they were filed or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied conformed and will comply conform in all material respects with to the requirements of the Exchange Act. Each Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such Incorporated Documentdocuments are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, as of their respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time and, when taken together with the other information in the Prospectus, will not at the Closing Date contain and any Option Closing Date, 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 Issuers meet the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company Issuers and the Guarantors, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Issuer Free Writing Prospectus (as defined herein), the Disclosure Package (as defined herein), the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Issuers in writing by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Underwriters consists of the information described as such in Section 8(b) hereofhereof (the “Underwriter Information”). The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time (as defined herein) and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 Registration Statement has been declared effective by the requirements for use of Form S‑3 Commission under the Securities Act. The Registration Statement Issuer has become effective upon filing complied to the Commission’s satisfaction with all requests of the Commission under the Securities Actfor additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the GuarantorsIssuer, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus preliminary prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act and the rules thereunder and, if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriter for use in connection with the offer and sale of the Securities. Each of the Registration Statement and any post-effective amendment thereto, at each the time of effectivenessit became effective and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) and), and at the Closing DateDate (as defined herein), 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company Issuer in writing by the Representatives Underwriter expressly for use therein or relating to the Selling Shareholder furnished to the Issuer in writing by the Selling Shareholder expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Underwriter consists of the information described as such in Section 8(b) hereof. There is no contract or other document required to be described in a preliminary prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that has not been described or filed as required. The documents incorporated or deemed to be incorporated by reference in a preliminary prospectus and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable. Any further documents so filed and incorporated by reference in a preliminary prospectus or the Prospectus at the time they were or hereafter any further amendment or supplement thereto, when such documents become effective or are filed with the Commission (collectivelyCommission, as the “Incorporated Documents”) complied and case may be, will comply conform in all material respects with to the requirements of the Securities Act or the Exchange Act. Each such Incorporated Document, when taken together with as applicable, and the Registration Statement as of its date, when taken together with the Disclosure Package, did not as rules and regulations of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingCommission thereunder.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become and any post-effective upon filing with the Commission amendments thereto are effective under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, or any post-effective amendments thereto has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose have become or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company and the GuarantorsCompany, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus and the Prospectus when filed Commission for additional information has been complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the The Registration Statement and any post-effective amendment theretoamendments thereto have been declared effective and as of the Initial Sale Time, at each time the Closing Date and at any Date of effectivenessDelivery, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The At the date of the Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing DateDate and at any Date of Delivery, did not and neither the Prospectus (including any applicable prospectus wrapper) nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto (i) made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any 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(b8 hereof or (ii) hereofrelating to that part of the Registration Statement that constitutes the Statement of Eligibility and Qualifications (Form T-1) of the Trustee under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder. The documents incorporated Each Preliminary Prospectus and the Prospectus, and any amendments or deemed to be incorporated by reference in the Prospectus supplements thereto, at the time they were or hereafter are filed of filing with the Commission (collectivelyCommission, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Securities will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to XXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use effectiveness of the Registration Statement, Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering have been instituted or are pending or, to the knowledge of the Company and the GuarantorsGuarantor, are threatened by the Commission. Each of the The most recent Preliminary Prospectus (as defined below) on the date hereof conforms and the Prospectus when filed complied or with the Commission will comply with, as applicable, conform in all material respects with to the requirements of the Securities ActAct and the rules and regulations promulgated thereunder. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, complied conforms and will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. The Registration Statement did not and will not, at each time of effectiveness, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, date and at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 8(b7(b) hereof. The documents incorporated by reference in the most recent Preliminary Prospectus and the Prospectus, when the most recent Preliminary Prospectus or deemed the Prospectus, as applicable, was filed with the Commission conformed in all material respects to be the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Any further documents so filed and incorporated by reference in the most recent Preliminary Prospectus at and the time they were Prospectus or hereafter are any further amendment or supplement thereto, when the most recent Preliminary Prospectus or the Prospectus, as applicable, is filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply conform in all material respects with to the requirements of the Exchange Act. Each such Incorporated Document, when taken together with Act and the Registration Statement as of its date, when taken together with the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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 misleadingrules and regulations promulgated thereunder.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S‑3 S-3 under the Securities Act. The Registration Statement has become became effective upon filing with the Commission on July 1, 2010 under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company and the Guarantors, are contemplated or threatened by the Commission. Each of the Preliminary Prospectus and the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, made or omitted in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives Representative consists of the information described as such in Section 8(b) hereof. The documents incorporated by reference in the Registration Statement, the Disclosure Package (as defined herein) and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission (collectivelyRegistration Statement, the “Incorporated Documents”) complied Disclosure Package and will comply in all material respects with the requirements Prospectus, as of the Exchange Act. Each such Incorporated Documenttheir respective dates, when taken together with the Registration Statement as of its date, when taken together with other information in the Disclosure Package, did not as of at the Applicable Time and, when taken together with the other information in the Prospectus, will not at the Closing Date contain any Date, 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 S-3 under the Securities Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No Act and no stop order suspending the effectiveness of the Registration Statement is in effect, has been issued under the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus Securities Act and no proceedings for such that purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge best of the Company and the GuarantorsCompany’s knowledge, are contemplated or threatened by the Commission. Each , and any request on the part of the Preliminary Prospectus and Commission for additional information has been complied with. At the Prospectus when filed complied or will comply with, as applicable, in all material respects with the Securities Act. Each of respective times the Registration Statement and any post-effective amendment thereto, amendments thereto became effective and at each time of effectivenessRepresentation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as At the date of its date, at the time of any filing pursuant to Rule 424(b) and, Prospectus and at the Closing Date, did not and neither the Prospectus nor any amendments or supplements thereto included or will not contain any 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. The Notwithstanding the foregoing, the representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments or supplements thereto, thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any 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) 8 hereof. The documents incorporated or deemed to be incorporated by reference in Each Preliminary Prospectus and the Prospectus Prospectus, at the time they were or hereafter are each was filed with the Commission (collectivelySEC, the “Incorporated Documents”) complied and will comply in all material respects with the requirements Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Exchange Act. Each Notes will, at the time of such Incorporated Documentdelivery, when taken together be identical to any electronically transmitted copies thereof filed with the Registration Statement as of its dateCommission pursuant to EXXXX, when taken together with except to the Disclosure Package, did not as of the Applicable Time and, when taken together with the Prospectus, will not at the Closing Date 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.extent permitted by Regulation S-T.