3M

#8239;       Promptly from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution

or sale of the Securities; provided , however , that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;   (c)          To furnish you with copies of the Registration Statement and each amendment thereto, with copies of

(or any regulations or rulings promulgated under the laws) of the relevant Tax Jurisdiction (as defined on the reverse of this Security) or any change in, or amendments to, an official position regarding the application, interpretation, administration, or enforcement thereof (including by virtue of any action taken by a taxing authority, a holding, judgment, or order by a court of competent

jurisdiction (whether or not such action was taken or brought with respect to the Company), or a change in published administrative practice) that is announced and/or becomes effective on or after September 3, 2026 (or, if the Tax Jurisdiction is not the United States, after the date such Tax Jurisdiction became a Tax Jurisdiction), based upon a written opinion of independent counsel selected

by the Company, the Company becomes or will become obligated to pay additional amounts as described on the reverse of this Security under the heading “Payment of Additional Amounts” with respect to this Security, then the Company may at any time at its option redeem this Security, in whole, but not in part, on not less than 10 nor more than 90 days’ prior notice, at a redemption

price equal to 100% of the principal amount of this Security, plus accrued and unpaid interest, if any (including, for the avoidance of doubt, any additional amounts), to, but not including, the redemption date.   The Company will not give any such notice of redemption earlier than 90 days prior to the earliest date on which the Company would be obligated to pay additional amounts if a

(q)          The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds as contemplated by the Disclosure Package, will not be an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the

Investment Company Act of 1940, as amended (the “Investment Company Act”);   (r)           PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission

thereunder;   (s)           (i) (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to

Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined

(t)           The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company's principal executive officer and principal financial officer, or under

their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Except as disclosed in the Prospectus and the Disclosure Package, the Company's internal control over financial reporting is effective and the Company is not aware of any

material weaknesses in its internal control over financial reporting;   (u)          Except as disclosed in the Prospectus and the Disclosure Package, since the date of the latest audited financial statements incorporated by reference in the Prospectus and the Disclosure Package, there has been no change in the Company’s

internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;   (v)          The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that

comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective;  

(z)           The Company has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Company, its Subsidiaries, which, for purposes of this Section 1(z) means any entity of which the Company owns (either directly or indirectly) a majority of the outstanding equity

securities or other ownership interests carrying a majority of the voting power in the election of the board of directors or other governing body of such entity (each such entity, a “Subsidiary”), and their respective directors, officers, employees and agents in all material respects with (i) all laws, rules, and regulations of any jurisdiction applicable to the Company or its

Subsidiaries from time to time concerning or relating to bribery or corruption (the “Anti-Corruption Laws”) and (ii) the applicable economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the

U.S. Department of State, or (b) the United Nations Security Council, the European Union (the “EU”) or His Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”). The Company, its Subsidiaries, and to the knowledge of the Company, its officers, employees, directors and agents when acting on behalf of the Company and its Subsidiaries, are in

compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. Neither the Company nor any of its Subsidiaries is (a) a Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the EU or any EU

member state, (b) a Person operating, organized or resident in Sudan, Syria or a country or territory which is itself the subject or target of any Sanctions to the extent such Person is the subject of Sanctions (which are, as of the date hereof, Cuba, Iran, North Korea and the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic,

the Crimea region of Ukraine and the non-government controlled areas of Zaporizhzhia and Kherson), or (c) any Person controlled or more than 50 percent owned by any such Person or Persons. The use of