Settlement Date, that: 5 (a) The Company has filed with the Securities and Exchange Commission (the "Commission") an automatic shelf registration statement on Form S- 3 (File Nos. 333-172296 and 333-172296-01) (the "Registration Statement"), which registration statement became effective upon filing under Rule 462(e) of the Securities Act of 1933, as amended (the "Securities Act"). Such registration statement covers the registration of the Remarketing Securities (among others) under the Securities Act and has (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Registration Statement is an "automatic shelf registration statement" as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof. Copies of the Registration Statement and all exhibits thereto have been delivered by the Company to you. As used in this Agreement, "Effective Time" means the date and the time as of which each part of the registration statement on Form S-3 (File Nos. 333-172296 and 333-172296-01) (the "Latest Registration Statement") or the most recent post- effective amendment thereto, if any, became effective; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in the Latest Registration Statement, or amendments thereof, before it became effective under the Securities Act and any prospectus and prospectus supplement filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Securities Act relating to the Remarketing Securities; the term "Registration Statement" means such Latest Registration Statement, as amended as of the Effective Time, including the Incorporated Documents (as defined below) and all information contained in the