(e) Incorporated Documents. The documents incorporated by reference
in each of the Registration Statement, the Prospectus and the Time of Sale Information, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further
documents so filed and incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information, when such documents are filed with the Commission will conform in all material respects to the requirements of
the Securities Act or the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
(f) Underwriting Agreement. This Agreement has been
duly authorized, executed and delivered by the Company.
(g) Authorization of the Securities. The Securities to be
purchased by the Underwriters from the Company will on the Closing Date be in the forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have
been duly executed by the Company and, when duly authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in
accordance with their terms (subject, as to the enforcement of remedies, to the effect of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the
rights or remedies of creditors generally; (ii) the application of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether enforcement is
considered in proceedings at law or in equity); and (iii) applicable law and public policy with respect to rights to indemnity and contribution (collectively, the Enforceability Limitations)) and will be entitled to the
benefits of the Indenture.
(h) Authorization of the Indenture. The Base Indenture has been duly authorized,
executed and delivered by the Company and, subject to the Enforceability Limitations, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. The Twenty-Fifth Supplemental Indenture has
been duly authorized by the Company