Common use of Registration Statement and the Prospectus Clause in Contracts

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "Commission") a (i) registration statement on Form S-3 (No. 333- 52728) under the Securities Act of 1933, as amended (the "1933 Act"), and (ii) registration statement on Form S-3 (No. 333- 62052), which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) under the 1933 Act (together, the "Registration Statement") in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The prospectus included in the Registration Statement is hereinafter referred to as the "Base Prospectus." The Base Prospectus, as it is to be supplemented by a prospectus supplement specifically relating to the Securities pursuant to Rule 424 under the 1933 Act ("Rule 424") is hereinafter referred to as the "Prospectus." The term "Registration Statement" and "Prospectus" shall be deemed to include all amendments to the date hereof and all documents incorporated by reference therein. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commission, complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commission, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative specifically for use in the Registration Statement or the Prospectus.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-237426) under the Securities Act of 1933, as amended (the "“1933 Act"), and ”) (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement") ”), in respect of, among other thingsmatters, the SecuritiesClass B Common Stock. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a The Registration Statement is an “automatic shelf registration statement with the Commission pursuant to statement,” as defined in Rule 462(b) 405 of the rules and regulations under the 1933 Act, then all references that initially became effective not earlier than three years prior to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act")date hereof. The prospectus included in the Registration Statement is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the prospectus supplement specifically relating to the Securities Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 424 173 under the 1933 Act ("Rule 424") Act), is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated March 22, 2021. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3. As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and Statement, as of the Indenture, at the time and date the Registration Statement was declared most recent effective by the Commissiondate, complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at as of the time and date it was declared most recent effective by the Commissiondate, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Prospectus, at the date it is filed withMarch 23, or transmitted for filing to2021, the Commission pursuant to Rule 424 did not, and at the Closing Time, 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 Prospectus, as of its date, and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement Statement, the Time of Sale Prospectus or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-207648) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on October 28, 2015, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated September 29, 2016 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated September 29, 2016. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The ProspectusTime of Sale Information, at the date it is filed withon September 29, or transmitted for filing to2016, the Commission pursuant to Rule 424 and at the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will did not contain an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative specifically for use in the Registration Statement or the Prospectus.not

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-154962) under the Securities Act of 1933, as amended (the "“1933 Act"), and ”) (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a The Registration Statement is an “automatic shelf registration statement with the Commission pursuant to statement”, as defined in Rule 462(b) 405 of the rules and regulations under the 1933 Act, then all references that initially became effective not earlier than three years prior to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissiondate hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 424 173 under the 1933 Act ("Rule 424"0000 Xxx) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated May 28, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Annex A hereto. As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement Statement, as of the most recent effective date, and the Indenture, at the time and date the Registration Statement was declared effective by the Commission, Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at as of the time and date it was declared most recent effective by the Commissiondate, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Prospectus, at the date it is filed withMay 28, or transmitted for filing to2009, the Commission pursuant to Rule 424 did not, and at the Closing Time, 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 Prospectus, as of its date and on the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement Statement, the Time of Sale Prospectus or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-184770) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on November 5, 2012, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated March 4, 2014 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated March 4, 2014. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The ProspectusTime of Sale Information, at the date it is filed withon March 4, or transmitted for filing to2014, the Commission pursuant to Rule 424 and at the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will did not contain an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative specifically for use in the Registration Statement or the Prospectus.not

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-162962) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on November 6, 2009, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated December 7, 2011 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated December 7, 2011. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, on December 7, 2011, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at on the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the any Representative specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-199956) under the Securities Act of 1933, as amended (the "“1933 Act"), and ”) (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement") ”), in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a The Registration Statement is an “automatic shelf registration statement with the Commission pursuant to statement,” as defined in Rule 462(b) of the rules and regulations 405 under the 1933 Act, then all references that initially became effective not earlier than three years prior to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissiondate hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 424 173 under the 1933 Act ("Rule 424") Act), is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated July 7, 2015. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Annex A hereto. As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement Statement, as of the most recent effective date, and the Indenture, at the time and date the Registration Statement was declared effective by the Commission, Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at as of the time and date it was declared most recent effective by the Commissiondate, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Prospectus, at July 7, 2015, did not, and at the Closing Time, will not, contain 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 Prospectus, as of its date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement Statement, the Time of Sale Prospectus or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "Commission") a (i) registration statement on Form S-3 (No. 333- 52728) under the Securities Act of 1933, as amended (the "1933 Act"), and (ii) registration statement on Form S-3 (No. 333- 62052), which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) under the 1933 Act (together, the "Registration Statement") in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The prospectus included in the Registration Statement is hereinafter referred to as the "Base Prospectus." The Base Prospectus, as it is to be supplemented by a prospectus supplement specifically relating to the Securities pursuant to Rule 424 under the 1933 Act ("Rule 424") is hereinafter referred to as the "Prospectus." The term "Registration Statement" and "Prospectus" shall be deemed to include all amendments to the date hereof and all documents incorporated by reference therein. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commission, complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commission, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, -------- ------- that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement or the Prospectus.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-154962) under the Securities Act of 1933, as amended (the "“1933 Act"), and ”) (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a The Registration Statement is an “automatic shelf registration statement with the Commission pursuant to statement”, as defined in Rule 462(b) 405 of the rules and regulations under the 1933 Act, then all references that initially became effective not earlier than three years prior to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissiondate hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 424 173 under the 1933 Act ("Rule 424"0000 Xxx) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated March 30, 2010. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Annex A hereto. As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement Statement, as of the most recent effective date, and the Indenture, at the time and date the Registration Statement was declared effective by the Commission, Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at as of the time and date it was declared most recent effective by the Commissiondate, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Prospectus, at the date it is filed withMarch 30, or transmitted for filing to2010, the Commission pursuant to Rule 424 did not, and at the Closing Time, 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 Prospectus, as of its date and on the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement Statement, the Time of Sale Prospectus or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-207648) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on October 28, 2015, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated February 23, 2017 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated February 21, 2017. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto. As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, on February 23, 2017, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any written communication listed on Annex B hereto, when considered together with the Time of Sale Information, on February 23, 2017, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information, any written communication listed on Annex B hereto or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the any Representative specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information, any written communication listed on Annex B hereto or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "Commission") a (i) registration statement on Form S-3 (No. 333- 52728333-62052) (the "Registration Statement") under the Securities Act of 1933, as amended (the "1933 Act"), and (ii) registration statement on Form S-3 (No. 333- 62052), which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) under the 1933 Act (together, the "Registration Statement") in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a registration statement with the Commission pursuant Commixxxxx xxrsuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The prospectus included in the Registration Statement is hereinafter referred to as the "Base Prospectus." The Base Prospectus, as it is to be supplemented by a prospectus supplement specifically relating to the Securities pursuant to Rule 424 under the 1933 Act ("Rule 424") is hereinafter referred to as the "Prospectus." The term "Registration Statement" and "Prospectus" shall be deemed to include all amendments to the date hereof and all documents incorporated by reference therein. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commission, complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commission, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time and, if applicable, the Option Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement or the Prospectus.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-237426) under the Securities Act of 1933, as amended (the "“1933 Act"), and ”) (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement") ”), in respect of, among other thingsmatters, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a The Registration Statement is an “automatic shelf registration statement with the Commission pursuant to statement,” as defined in Rule 462(b) of the rules and regulations 405 under the 1933 Act, then all references that initially became effective not earlier than three years prior to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissiondate hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 424 173 under the 1933 Act ("Rule 424") Act), is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated March 24, 2022. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Annex A hereto. As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement Statement, as of the most recent effective date, and the Indenture, at the time and date the Registration Statement was declared effective by the Commission, Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at as of the time and date it was declared most recent effective by the Commissiondate, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Prospectus, on March 24, 2022, did not, and at the Closing Time, will not, contain 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. Any written communication listed on Annex B hereto, when considered together with the Time of Sale Prospectus, on March 24, 2022, did not contain 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 Prospectus, as of its date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Time of Sale Prospectus, any written communication listed on Annex B hereto or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement Statement, the Time of Sale Prospectus, any written communication listed on Annex B hereto or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-162962) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on November 6, 2009, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated February 23, 2012 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated February 23, 2012. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, on February 23, 2012, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at on the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the any Representative specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-139086) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on December 1, 2006, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated August 19, 2009 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated August 19, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, on August 19, 2009, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at on the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the any Representative specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-162962) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on November 6, 2009, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated February 14, 2011 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated February 14, 2011. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, on February 14, 2011, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at on the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the any Representative specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-139086) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on December 1, 2006, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated December 6, 2006 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated December 5, 2006. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto. As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, at December 6, 2006, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the on each Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 333-52728) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (ii) registration statement on Form S-3 (No. 333- 333-62052), which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) under the 1933 Act (together, including the "information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement Statement, as such prospectus was amended on March 19, 2007, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 424 173 under the 1933 Act ("Rule 424"0000 Xxx) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated March 19, 2007. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the free writing prospectuses, if any, each identified in Annex A hereto. As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commission, complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commission, and on each subsequent effective date, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Preliminary Prospectus and the Time of Sale Information, on March 20, 2007, did not, and at the Closing Time, 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 Prospectus, as of its date and at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at on the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-221338) under the Securities Act of 1933, as amended (the "“1933 Act"), and ”) (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement") ”), in respect of, among other thingsmatters, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a The Registration Statement is an “automatic shelf registration statement with the Commission pursuant to statement,” as defined in Rule 462(b) of the rules and regulations 405 under the 1933 Act, then all references that initially became effective not earlier than three years prior to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissiondate hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 424 173 under the 1933 Act ("Rule 424") Act), is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated February 20, 2019. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Annex A hereto. As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement Statement, as of the most recent effective date, and the Indenture, at the time and date the Registration Statement was declared effective by the Commission, Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at as of the time and date it was declared most recent effective by the Commissiondate, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Prospectus, at February 20, 2019, did not, and at the Closing Time, will not, contain 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 Prospectus, as of its date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement Statement, the Time of Sale Prospectus or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-199956) under the Securities Act of 1933, as amended (the "“1933 Act"), and ”) (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement") ”), in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a The Registration Statement is an “automatic shelf registration statement with the Commission pursuant to statement,” as defined in Rule 462(b) of the rules and regulations 405 under the 1933 Act, then all references that initially became effective not earlier than three years prior to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissiondate hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 424 173 under the 1933 Act ("Rule 424") Act), is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated July 6, 2016. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Annex A hereto. As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement Statement, as of the most recent effective date, and the Indenture, at the time and date the Registration Statement was declared effective by the Commission, Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at as of the time and date it was declared most recent effective by the Commissiondate, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Prospectus, at July 6, 2016, did not, and at the Closing Time, will not, contain 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 Prospectus, as of its date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement Statement, the Time of Sale Prospectus or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-139086) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the EXECUTION COPY information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on December 1, 2006, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated October 2, 2007 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated October 2, 2007. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, on October 2, 2007, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at on the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the either EXECUTION COPY Representative specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) an automatic shelf registration statement statement, as defined in Rule 405, on Form S-3 (No. 333- 52728333-139086) under the Securities Act of 1933, as amended (the "“1933 Act"), and ”) (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the SecuritiesClass B Common Stock, and the Registration Statement became effective upon filing. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The prospectus included in the Registration Statement on December 1, 2006 is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated October 14, 2009 specifically relating to the Securities Shares in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Schedule 3 hereto, the information included in Schedule 2 hereto and the other written communications, if any, referred to in Section 1(i)(b). As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the IndentureStatement, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, on October 14, 2009, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, at on the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and 424, at the Closing Time and at any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act Act”) or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the ProspectusProspectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-139086) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on December 1, 2006, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated September 24, 2009 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated September 24, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, on September 24, 2009, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at on the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the any Representative specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-177706) under the Securities Act of 1933, as amended (the "“1933 Act"), and ”) (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a The Registration Statement is an “automatic shelf registration statement with the Commission pursuant to statement”, as defined in Rule 462(b) 405 of the rules and regulations under the 1933 Act, then all references that initially became effective not earlier than three years prior to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissiondate hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 424 173 under the 1933 Act ("Rule 424"0000 Xxx) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated February 24, 2012. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Annex A hereto. As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement Statement, as of the most recent effective date, and the Indenture, at the time and date the Registration Statement was declared effective by the Commission, Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at as of the time and date it was declared most recent effective by the Commissiondate, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Prospectus, at the date it is filed withFebruary 24, or transmitted for filing to2012, the Commission pursuant to Rule 424 did not, and at the Closing Time, 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 Prospectus, as of its date and on the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement Statement, the Time of Sale Prospectus or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-237426) under the Securities Act of 1933, as amended (the "“1933 Act"), and ”) (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement") ”), in respect of, among other thingsmatters, the SecuritiesMandatory Convertible Preferred Stock and the Conversion Shares. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a The Registration Statement is an “automatic shelf registration statement with the Commission pursuant to statement,” as defined in Rule 462(b) 405 of the rules and regulations under the 1933 Act, then all references that initially became effective not earlier than three years prior to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act")date hereof. The prospectus included in the Registration Statement is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the prospectus supplement specifically relating to the Securities Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 424 173 under the 1933 Act ("Rule 424") Act), is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated March 22, 2021. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3. As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and Statement, as of the Indenture, at the time and date the Registration Statement was declared most recent effective by the Commissiondate, complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at as of the time and date it was declared most recent effective by the Commissiondate, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Prospectus, at the date it is filed withMarch 23, or transmitted for filing to2021, the Commission pursuant to Rule 424 did not, and at the Closing Time, 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 Prospectus, as of its date, and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement Statement, the Time of Sale Prospectus or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-184770) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on November 5, 2012, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated December 3, 2014 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated December 3, 2014. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, on December 3, 2014, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the any Representative specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-184770) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on November 5, 2012, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated March 11, 2013 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated March 11, 2013. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, on March 11, 2013, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the any Representative specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-162962) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on November 6, 2009, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated June 7, 2012 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated June 7, 2012. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, on June 7, 2012, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at on the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the any Representative specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the ProspectusProspectus or any amendment thereof or supplement thereto.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-154962) under the Securities Act of 1933, as amended (the "“1933 Act"), ”) (including any post-effective amendment thereto and the information (iiif any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the SecuritiesClass B Common Stock. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a The Registration Statement is an “automatic shelf registration statement with the Commission pursuant to statement”, as defined in Rule 462(b) 405 of the rules and regulations under the 1933 Act, then all references that initially became effective not earlier than three years prior to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act")date hereof. The prospectus included in the Registration Statement is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the prospectus supplement specifically relating to the Securities Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 424 173 under the 1933 Act ("Rule 424"0000 Xxx) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, identified in Schedule 3. As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and Statement, as of the Indenture, at the time and date the Registration Statement was declared most recent effective by the Commissiondate, complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at as of the time and date it was declared most recent effective by the Commissiondate, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Prospectus, at the date it is filed withOctober 14, or transmitted for filing to2009, the Commission pursuant to Rule 424 did not, and at the Closing Time, 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 Prospectus, as of its date, and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI specifically for use in the Registration Statement Statement, the Time of Sale Prospectus or the ProspectusProspectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "Commission") a (i) registration statement on Form S-3 (No. 333- 333-52728) under the Securities Act of 1933, as amended (the "1933 Act"), and (ii) registration statement on Form S-3 (No. 333- 333-62052), which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) under the 1933 Act (together, the "Registration Statement") ), in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The prospectus included in the Registration Statement is hereinafter referred to as the "Base Prospectus." The Base Prospectus, as it is to be supplemented by a prospectus supplement specifically relating to the Securities pursuant to Rule 424 under the 1933 Act ("Rule 424") is hereinafter referred to as the "Prospectus." The term "Registration Statement" and "Prospectus" shall be deemed to include all amendments to the date hereof and all documents incorporated by reference therein. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commission, complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commission, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representative Representatives specifically for use in the Registration Statement or the Prospectus.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the "“Commission"”) a (i) registration statement on Form S-3 (No. 333- 52728333-162962) under the Securities Act of 1933, as amended (the "“1933 Act"”), and (iiincluding the information (if any) deemed to be part of the registration statement on Form S-3 (No. 333- 62052)at the time of effectiveness pursuant to Rule 430A, which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) Rule 430B or Rule 430C under the 1933 Act (togetherAct, the "“Registration Statement"”) in respect of, among other things, the Securities. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commissionbecame effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”). The prospectus included in the Registration Statement on November 6, 2009, is hereinafter referred to as the "“Base Prospectus." ” The Base Prospectus, as it is to be supplemented by a the final prospectus supplement dated March 24, 2011 specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424 under the 1933 Act ("Rule 424"424(b) is hereinafter referred to as the "“Prospectus." The ,” and the term "“Preliminary Prospectus” means the preliminary form of the Prospectus dated March 24, 2011. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Information” means the Preliminary Prospectus as supplemented by the free writing prospectuses, if any, each identified in Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement" ,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Information” and "“Prospectus" ” shall be deemed to include all amendments to the date hereof and all documents documents, if any, incorporated by reference therein. Any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus Prospectus, the Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement and the Indenture, at the time and date the Registration Statement was declared effective by the Commissioninitially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, at the time and date it was declared effective by the Commissioninitially became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, on March 24, 2011, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at on the Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the any Representative specifically for use in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information or the ProspectusProspectus or any amendment thereof or supplement thereto.