(5) | Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include 1,954,450 of unsold shares of Common Stock (the “Unsold Securities”) previously registered pursuant to the Registration Statement on Form S-3 (File No. 333-255380) filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2021 (the “Prior Registration Statement”). The Prior Registration Statement registered 3,000,000 shares of Common Stock pursuant to a Rule 424(b)(5) filing made with the SEC on August 10, 2021 in connection with an equity distribution agreement with J.P. Morgan with a proposed maximum aggregate offering price of $581,940,000. The registrant sold an aggregate of 1,045,550 shares of such Common Stock under the Prior Registration Statement, leaving the balance of 1,954,450 shares of Unsold Securities, in respect of which the registrant paid an aggregate registration fee of $41,362.45 to register the Unsold Securities. Pursuant to Rule 415(a)(6), the filing fee of $41,362.45 associated with the offering of the Unsold Securities is hereby carried forward to be applied to the offer and sale of the Unsold Securities registered hereunder, and as a result, no additional filing fee is due with respect to the Unsold Securities included in this registration statement. Pursuant to Rule 415(a)(6), the offering of securities under the Prior Registration Statement will be deemed terminated as of the time of filing of Amendment No. 1 to this registration statement. |