Common use of Registration Statement and the Prospectus Clause in Contracts

Registration Statement and the Prospectus. The Registration Statement and the Prospectus, at the time the Registration Statement became effective, complied, and as of the applicable Representation Date will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder (the "1939 Act Regulations"). The Registration Statement, at the time the Registration Statement became effective, did not, and as of the applicable Representation Date will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the time the Registration Statement became effective did not, and as of the applicable Representation Date 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 representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any of the Agents expressly for use in the Registration Statement or Prospectus or to that part of the Registration Statement which shall constitute the Statement of Eligibility under the 1939 Act (Form T-1) of the Trustees under the Indentures. After a post-effective amendment to the Registration Statement is filed and has become effective under the 1933 Act, the representations and warranties contained in this subsection shall refer to the Registration Statement as so amended.

Registration Statement and the Prospectus. The Registration Statement and the Prospectus, at the time the Registration Statement became effective, complied, and as of the applicable Representation Date Closing Time will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC Commission promulgated thereunder (the "1939 Act Regulations"). The Registration Statement, at the time the Registration Statement became effective, as of the date hereof and at the Closing Time did not, does not and as of the applicable Representation Date will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the time date it is filed with, or transmitted for filing to, the Registration Statement became effective Commission pursuant to Rule 424 of the 1933 Act Regulations and at the Closing Time did not, and as of the applicable Representation Date will not, 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 representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any of Underwriter through the Agents Representative, expressly for use in the Registration Statement or Prospectus or to that part of the Registration Statement which shall constitute the Statement of Eligibility under the 1939 Act (Form T-1) of the Trustees under the Indentures. After a post-effective amendment to the Registration Statement is filed and has become effective under the 1933 Act, the representations and warranties contained in this subsection shall refer to the Registration Statement as so amended.

Registration Statement and the Prospectus. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and is effective under the Prospectus1933 Act, at no stop order suspending the time effectiveness of the Registration Statement became effective, complied, and as of the applicable Representation Date will comply, in all material respects with the requirements of has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the 1933 Act Regulations and the 1939 Act and the rules and regulations knowledge of the SEC promulgated thereunder (Company, are contemplated by the "1939 Act Regulations")Commission. The Registration Statement, at the time the Registration Statement became effective, complied and, as of the Closing Time, will comply, and the Base Prospectus and the Prospectus Supplement, when filed with the Commission and as of the Closing Time, will comply, in each case in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission promulgated thereunder (the “1933 Act Regulations”). The Base Indenture when filed with the Commission qualified, and the Indenture as of the Closing Time will qualify, under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the rules and regulations of the Commission promulgated thereunder (the “1939 Act Regulations”). The Registration Statement, when the Registration Statement became effective, did not, and as of the applicable Representation Date Base Prospectus and the Prospectus Supplement, when filed with the Commission and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The ProspectusBase Prospectus and the Prospectus Supplement, when filed with the Commission and at the time the Registration Statement became effective did notClosing Time, and as of the applicable Representation Date will not, not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED. Notwithstanding the foregoing, HOWEVER, that the representations and warranties contained in this subsection shall Section 1(a)(i) will not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any or on behalf of the Agents Underwriter expressly for use in the Registration Statement or Prospectus or to that part of the Registration Statement which shall constitute consists of the Statement Statements of Eligibility on Form T-1 under the 1939 Act (Form T-1) of the Trustees under the Indentures. After a post-effective amendment to the Registration Statement is filed and has become effective under the 1933 Act, the representations and warranties contained in this subsection shall refer to the Registration Statement as so amendedTrustee.