Common use of Agreements of the Company Clause in Contracts

Agreements of the Company. The Company agrees with each of you that: (a) It will advise you promptly and, if requested by any of you, confirm such advice in writing, of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening of any proceedings for that purpose or pursuant to Section 8A of the Act, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchaser, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with law. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (h) It will use the proceeds from the sale of the Securities in the manner described in the Prospectus and the Pricing Disclosure Package under the caption “Use of Proceeds.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters as follows: (a) It The Company will advise you promptly andprepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if requested by any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to, and within the time frame provided by, Rule 424(b) under the Act, but the Company will not file any of you, confirm such advice in writing, of any stop order suspending the effectiveness of amendments to the Registration Statement or an order preventing or suspending as in effect with respect to the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus Notes or any Issuer Represented amendments or supplements to the Prospectus, or any Free Writing Prospectus to the extent required by Rule 433(d) under the Act, unless it shall first have delivered copies of such amendments, supplements or Free Writing Prospectus to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement, or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters’ counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the institution SEC or threatening of any proceedings for that purpose authority administering any state securities or pursuant to Section 8A of Blue Sky law, as soon as the ActCompany is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible the lifting thereofits lifting, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise comply with the Representatives promptly of requirements applicable to any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement “issuer free writing prospectus” (as defined in Rule 433(h)(1) under the Commission’s rules and regulationsAct), the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed including timely filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act Commission, retention where required and the rules and regulations thereunderlegending. The Company will cause timely file with the Preliminary Prospectus, the Prospectus Supplement and Commission any Issuer Represented Free Writing Prospectus relating to be filed within information delivered by an Underwriter to the required time periods, and will advise you promptly when the Preliminary Prospectus Depositor and the Prospectus Supplement have been filed pursuant to Rule 424(bCompany in accordance with Section 4(d)(ii) and Rule 430A, 430B or 430C under the Act and any Issuer Represented of this Agreement (each such Free Writing Prospectus has been filed pursuant to Rule 433 under the ActProspectus, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(aan “Assumed Free Writing Prospectus”), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior following the issuance of an “issuer free writing prospectus” or when the Prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the Act, any event shall occur occurred or condition exist occurs as a result of which it is necessary to amend such “issuer free writing prospectus” would conflict with the information in the Registration Statement or supplement the Pricing Disclosure Package Prospectus, or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include an 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the Rules and Regulations, the Company promptly will notify the Representative of such event and will promptly notify the Underwriters prepare and forthwith prepare, file with the Commission and furnishSEC, at its own expense, an “issuer free writing prospectus” or an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 8 hereof. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf offering or sale of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawNotes. (d) To make generally available The Company will furnish to the Company’s security holders and to you as soon as practicable (but no event later than the last day Underwriters, without charge, copies of the fifteenth full calendar month following the end of the Company’s current fiscal quarterRegistration Statement (including all documents and exhibits thereto or incorporated by reference therein), an earnings statement covering the twelve-month period beginning after Prospectus, the date upon which Disclosure Package and all amendments and supplements to such documents relating to the Prospectus Supplement is filed pursuant to Rule 424 under Notes, in each case in such quantities as the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunderUnderwriters may reasonably request. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it The Company will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection cooperate with the registration and delivery of Underwriters in listing the Securities under Notes on the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)Irish Stock Exchange. (f) Prior to the sale of all Securities, it The Company will cooperate with the Underwriters and with their counsel to the Underwriters in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Securities Notes for offer offering and sale to by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request designate and continue such registration or qualification in effect so long as required and will file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationexemptions; provided, however, provided that in no event shall the Company shall not be required in connection therewith obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to general consent to service of process in suits, other than those arising out of the offering or taxation sale of the Notes, in any jurisdiction in which where it is not now so subject. (g) During The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Disclosure Package and of the Prospectus furnished by the Company. (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other reasonable actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken. (i) So long as any of the Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from time to time. (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Representative terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise. (k) The net proceeds from the sale of the Notes hereunder will be applied in accordance with the descriptions set forth in the Prospectus and the Disclosure Package. (l) Except as stated in this Agreement, the Disclosure Package and the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (m) For a period from the date of this Agreement until the retirement of the Notes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants’ reports furnished to the Indenture Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Indenture Trustee or the Company. (n) On or before the Closing Date, the Company shall xxxx its accounting and other records, if any, relating to the Trust Student Loans and shall cause the Servicer, SLC and SLC Receivables to xxxx their respective computer records relating to the Trust Student Loans to show the absolute ownership by the Indenture Trustee, as eligible lender of, and the interest of the Company in, the initial Trust Student Loans, and the Company shall not take, or shall not permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Trust Student Loans, other than as permitted by the Basic Documents. (o) For the period beginning on the date hereof of this Agreement and continuing ending 90 days hereafter, none of the Company and any entity affiliated, directly or indirectly, with the Company will, without prior written notice to and including the Closing DateUnderwriters, it will not offer, sell, contract offer to sell or otherwise transfer or dispose sell notes (other than the Notes) collateralized by FFELP Loans; provided, however, that this shall not be construed to prevent the sale of any debt securities of FFELP Loans by the Company or any warrantsentity affiliated, rights directly or options to purchase or otherwise acquire debt securities indirectly, with the Company. (p) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the 1933 Act, then, immediately following the execution of this Agreement, the Company substantially similar will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the 1933 Act, copies of an amended Prospectus containing all information so omitted. (q) As soon as practicable, but not later than 16 months after the date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Securities (other than later of (i) the Securities and effective date of the Registration Statement, (ii) commercial paper issued in the ordinary course of business), without the prior written consent effective date of the Representativesmost recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the date of the Company’s most recent Annual Report or Form 10-K filed with the Commission prior to the date of this Agreement, which consent shall not be unreasonably withheld. (hwill satisfy the provisions of Section 11(a) It will use the proceeds from the sale of the Securities in the manner described in the Prospectus and the Pricing Disclosure Package under the caption “Use of ProceedsAct.”

Agreements of the Company. The Company agrees with each of you that: (a) It will advise you promptly and, if requested by any of you, confirm such advice in writing, of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening of any proceedings for that purpose or pursuant to Section 8A of the Act, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does do 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchaser, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with law. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the RepresentativesUnderwriters, which consent shall not be unreasonably withheld. (h) It will use the proceeds from the sale of the Securities in the manner described in the Prospectus and the Pricing Disclosure Package under the caption “Use of Proceeds.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters: (a) It will advise you promptly and, if requested by any of you, confirm such advice in writing, of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, To prepare the Prospectus Supplement, in a form reasonably approved by you and to file the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening of any proceedings for that purpose or pursuant to Section 8A of Rule 424(b) under the Act, and will use its best efforts Securities Act within the time period prescribed to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any make no amendment of or supplement to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating which shall be reasonably objected to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior you promptly after reasonable notice thereof; to the termination advise you, promptly after it receives notice thereof, of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus amended prospectus has been filed pursuant and to Rule 433 under the Act, and will furnish you with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the SecuritiesShares; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order. (b) To furnish to you, upon request and without charge, the Underwriters a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented proposed Free Writing Prospectus that is to be prepared by or on behalf of, used by, or referred to by the Company and not filed with to use or refer to any proposed Free Writing Prospectus to which the Commission in accordance with Rule 433 under the ActUnderwriters reasonably object. (c) Unless otherwise consented to by the Underwriters in writing, not to take any action that would result in the Underwriters or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a Free Writing Prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (d) If the Disclosure Package is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Disclosure Package to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request (whose name and address is supplied to the Company), either amendments or supplements to the Disclosure Package so that the statements in the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Disclosure Package, as amended or supplemented, will comply with applicable law. (e) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the SecuritiesShares as, in the reasonable opinion of counsel for the Underwriters, the Prospectus (or in lieu thereof the Pricing Disclosure Package notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales of Securities by an Underwriter the Underwriters or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does 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 when the Pricing Disclosure Package Prospectus (or in lieu thereof the Prospectus notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters and forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you the Underwriters will furnish to the Company) to which Securities Shares may have been sold by you the Underwriters on behalf of the Underwriters and to any other dealers upon requestrequest (whose names and addresses are supplied to the Company), either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances under which they were made, not misleading when the Prospectus (or in lieu thereof the Pricing Disclosure Package notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus and the Pricing Disclosure PackageProspectus, as amended or supplemented, will comply with law. (df) To make generally available Promptly from time to time to take such actions as you may reasonably request to qualify the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible Shares for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer offering and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions as you have requested and to comply with such laws so as to permit the continuance of sales and dealings therein in the United States such jurisdictions for as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary to complete the distribution of the Shares, provided that in order to effect such registration or qualification; provided, however, that connection therewith the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or general taxation in any jurisdiction in which it is not now so subjectjurisdiction. (g) During As soon as practicable, but not later than the period beginning on the date hereof Availability Date (as defined below), to make generally available to its security holders and continuing deliver to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities you an earnings statement of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities covering a period of at least twelve months beginning after the effective date of the Company substantially similar to Registration Statement which will satisfy the Securities (other than (iprovisions of Section 11(a) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (h) It will use the proceeds from the sale of the Securities in Act (it being agreed that for the manner described in purpose of this subsection 5(g) only, “Availability Date” means the Prospectus and 45th day after the Pricing Disclosure Package under end of the caption fourth fiscal quarter following the fiscal quarter that includes the effective date of the Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Use Availability Date” means the 90th day after the end of Proceedssuch fourth fiscal quarter).”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters as follows: (a) It The Company will advise you promptly andprepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if requested by any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to, and within the time frame provided by, Rule 424(b) under the Act, but the Company will not file any of you, confirm such advice in writing, of any stop order suspending the effectiveness of amendments to the Registration Statement or an order preventing or suspending as in effect with respect to the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus Notes or any Issuer Represented amendments or supplements to the Prospectus, or any Free Writing Prospectus to the extent required by Rule 433(d) under the Act, unless it shall first have delivered copies of such amendments, supplements or Free Writing Prospectus to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement, or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters’ counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the institution SEC or threatening of any proceedings for that purpose authority administering any state securities or pursuant to Section 8A of Blue Sky law, as soon as the ActCompany is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible the lifting thereofits lifting, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise comply with the Representatives promptly of requirements applicable to any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement “issuer free writing prospectus” (as defined in Rule 433(h)(1) under the Commission’s rules and regulationsAct), the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed including timely filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act Commission, retention where required and the rules and regulations thereunderlegending. The Company will cause timely file with the Preliminary Prospectus, the Prospectus Supplement and Commission any Issuer Represented Free Writing Prospectus relating to be filed within information delivered by an Underwriter to the required time periods, and will advise you promptly when the Preliminary Prospectus Depositor and the Prospectus Supplement have been filed pursuant to Rule 424(bCompany in accordance with Section 4(d)(ii) and Rule 430A, 430B or 430C under the Act and any Issuer Represented of this Agreement (each such Free Writing Prospectus has been filed pursuant to Rule 433 under the ActProspectus, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(aan “Assumed Free Writing Prospectus”), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior following the issuance of an “issuer free writing prospectus” or when the Prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the Act, any event shall occur occurred or condition exist occurs as a result of which it is necessary to amend such “issuer free writing prospectus” would conflict with the information in the Registration Statement or supplement the Pricing Disclosure Package Prospectus, or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include an 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the Rules and Regulations, the Company promptly will notify the Representative of such event and will promptly notify the Underwriters prepare and forthwith prepare, file with the Commission and furnishSEC, at its own expense, an “issuer free writing prospectus” or an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 8 hereof. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf offering or sale of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawNotes. (d) To make generally available The Company will furnish to the Company’s security holders and to you as soon as practicable (but no event later than the last day Underwriters, without charge, copies of the fifteenth full calendar month following the end of the Company’s current fiscal quarterRegistration Statement (including all documents and exhibits thereto or incorporated by reference therein), an earnings statement covering the twelve-month period beginning after Prospectus, the date upon which Disclosure Package and all amendments and supplements to such documents relating to the Prospectus Supplement is filed pursuant to Rule 424 under Notes, in each case in such quantities as the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunderUnderwriters may reasonably request. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it The Company will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection cooperate with the registration and delivery of Underwriters in listing the Securities under Notes on the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)Irish Stock Exchange. (f) Prior to the sale of all Securities, it The Company will cooperate with the Underwriters and with their counsel to the Underwriters in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Securities Notes for offer offering and sale to by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request designate and continue such registration or qualification in effect so long as required and will file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationexemptions; provided, however, provided that in no event shall the Company shall not be required in connection therewith obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to general consent to service of process in suits, other than those arising out of the offering or taxation sale of the Notes, in any jurisdiction in which where it is not now so subject. (g) During The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Disclosure Package and of the Prospectus furnished by the Company. (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other reasonable actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken. (i) So long as any of the Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from time to time. (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Representative terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise. (k) The net proceeds from the sale of the Notes hereunder will be applied in accordance with the descriptions set forth in the Prospectus and the Disclosure Package. (l) Except as stated in this Agreement, the Disclosure Package and the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (m) For a period from the date of this Agreement until the retirement of the Notes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants’ reports furnished to the Indenture Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Indenture Trustee or the Company. (n) On or before the Closing Date, the Company shall xxxx its accounting and other records, if any, relating to the Trust Student Loans and shall cause the Servicer, SLC and SLC Receivables to xxxx their respective computer records relating to the Trust Student Loans to show the absolute ownership by the Indenture Trustee, as eligible lender of, and the interest of the Company in, the initial Trust Student Loans, and the Company shall not take, or shall not permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Trust Student Loans, other than as permitted by the Basic Documents (o) For the period beginning on the date hereof of this Agreement and continuing to and including the Closing Dateending 90 days hereafter, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities none of the Company and any entity affiliated, directly or any warrantsindirectly, rights or options to purchase or otherwise acquire debt securities of with the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business)will, without the prior written consent of notice to the RepresentativesUnderwriters, which consent offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; provided, however, that this shall not be unreasonably withheldconstrued to prevent the sale of FFELP Loans by the Company or any entity affiliated, directly or indirectly, with the Company. (hp) It If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the 1933 Act, then, immediately following the execution of this Agreement, the Company will use prepare, and file or transmit for filing with the proceeds from Commission in accordance with such Rule 430A and Rule 424(b) under the sale 1933 Act, copies of an amended Prospectus containing all information so omitted. (q) As soon as practicable, but not later than 16 months after the date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Securities in Registration Statement, (ii) the manner described in effective date of the Prospectus most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the Pricing Disclosure Package under date of the caption “Use Company’s most recent Annual Report or Form 10-K filed with the Commission prior to the date of Proceedsthis Agreement, which will satisfy the provisions of Section 11(a) of the Act.”

Agreements of the Company. The Company agrees with each of you thatas ------------------------- follows: (a) It will To advise you promptly and, if requested by any of youthe Purchaser, confirm such advice in writing, (i) of the issuance by any state securities commission of any stop order suspending the effectiveness qualification or exemption from qualification of any of the Registration Statement Series A Notes for offering or an order preventing sale in any jurisdiction, or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening initiation of any proceedings proceeding for that such purpose by any state securities commission or pursuant to Section 8A of the Actother regulatory authority, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e(ii) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly happening of any request by the Commission for event that makes any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does not contain an untrue statement of a material fact made in the Offering Memorandum untrue or omit that requires the making of any additions to state a material fact necessary or changes in the Offering Memorandum in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading when misleading. The Company shall use its best efforts to prevent the Pricing Disclosure Package issuance of any stop order or order suspending the qualification or exemption of any of the Series A Notes under any state securities or Blue Sky laws, and if at any time any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption of any of the Series A Notes under any state securities or Blue Sky laws, the Company shall use its best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish you, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as you may reasonably request. The Company consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any such amendments and supplements thereto, by you in connection with Exempt Resales. (c) Not to amend or supplement the Preliminary Offering Memorandum or the Prospectus is delivered Offering Memorandum prior to the Closing Date unless you shall previously have been advised thereof and shall not have reasonably objected thereto after being furnished a purchasercopy thereof. The Company shall promptly prepare, upon your request, any amendment or ifsupplement to the Preliminary Offering Memorandum or the Offering Memorandum that may be necessary or advisable in connection with Exempt Resales. (d) If, after the date hereof and prior to consummation of any Exempt Resales, any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of counsel for the Underwritersyour counsel, it is becomes necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented will not contain an untrue statement of a material fact or omit to state a material fact necessary Offering Memorandum in order to make the statements therein, in the light of the circumstances under which they were made, not misleading when the Prospectus or the Pricing Disclosure Package Offering Memorandum is delivered to an Eligible Purchaser which is a prospective purchaser, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, forthwith to prepare an appropriate amendment or supplement to the Offering Memorandum so that the statements therein as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, Offering Memorandum will comply with applicable law. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later . The cost of preparing any such amendment or supplement required more than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning six months after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunderClosing Date shall be borne by you. (e) To cooperate with you and your counsel in connection with the qualification of the Series A Notes under the securities or Blue Sky laws of such jurisdictions as you may request and to continue such qualification in effect so long as required for the Exempt Resales; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or taxation, other than as to matters and transactions relating to the Exempt Resales, in any jurisdiction where it is not now so subject. (f) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement becomes effective or is terminated, it will to pay and be responsible for all costs, expenses, fees and taxes incident to and in connection with or incident towith: (i) the feespreparation, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package Preliminary Offering Memorandum and Prospectus the Offering Memorandum (including, without limitation, financial statements and exhibits) and, except as provided in Section 4(d), all amendments or and supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by youthereto, (ii) all costs the preparation (including, without limitation, word processing and expenses related to any transfer duplication costs) and delivery of this Agreement and the Securities to youother Operative Documents and all preliminary and final Blue Sky memoranda and all other agreements, including any transfer or memoranda, correspondence and other taxes payable thereondocuments prepared and delivered in connection herewith and with the Exempt Resales, (iii) the registration or issuance and delivery by the Company of the Securities, (iv) the qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below several states (including, in each casewithout limitation, any filing the reasonable fees and disbursements of your counsel relating to such registration or qualification), (v) furnishing such copies of the Preliminary Offering Memorandum and the Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with Exempt Resales, (vi) the preparation of certificates for the Securities (including, without limitation, printing and engraving thereof), (vii) the fees, disbursements and expenses of the Company's counsel and accountants, (viii) all expenses and listing fees in connection with the application for quotation of the Series A Notes in the National Association of Securities Dealers, Inc. ("NASD") Automated Quotation System - PORTAL ("PORTAL"), ---- ------ (ix) all fees and expenses (including fees and expenses of counsel to counsel) of the Underwriters incurred Company in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the with approval of the Securities by DTC for “book-"book- entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. " transfer and (viix) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (h) It will use the proceeds from the sale of the Securities in the manner described in the Prospectus Agreement and the Pricing Disclosure Package under the caption “Use of Proceedsother Operative Documents.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters as follows: (a) It The Company will advise you promptly andprepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if requested by any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Act, but the Company will not file any of you, confirm such advice in writing, of any stop order suspending the effectiveness of amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Underwriters, or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order preventing or suspending the use of the Preliminary Prospectus Supplementcommunication, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus whether by or of the institution SEC or threatening of any proceedings for that purpose authority administering any state securities or pursuant to Section 8A of Blue Sky law, as soon as the ActCompany is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible the lifting thereofits lifting, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior when the Prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the Rules and Regulations, the Company promptly will promptly notify the Underwriters prepare and forthwith prepare, file with the Commission SEC, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and furnish, at its own expense, (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf offering or sale of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawNotes. (d) To make generally available The Company will furnish to the Company’s security holders and to you as soon as practicable (but no event later than the last day Underwriters, without charge, copies of the fifteenth full calendar month following the end of the Company’s current fiscal quarterRegistration Statement (including all documents and exhibits thereto or incorporated by reference therein), an earnings statement covering the twelve-month period beginning after Prospectus, and all amendments and supplements to such documents relating to the date upon which Notes, in each case in such quantities as the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunderUnderwriters may reasonably request. (e) Whether No amendment or not the transactions contemplated hereby are consummated or this Agreement is terminated, it supplement will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of made to the Registration Statement, the Preliminary Statement or Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to which the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident shall not previously have been advised or to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)which it shall reasonably object after being so advised. (f) Prior to the sale of all Securities, it The Company will cooperate with the Underwriters and with its counsel to the Underwriters in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Securities Notes for offer offering and sale to by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request designate and continue such registration or qualification in effect so long as required and will file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationexemptions; provided, however, provided that in no event shall the Company shall not be required in connection therewith obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to general consent to service of process in suits, other than those arising out of the offering or taxation sale of the Notes, in any jurisdiction in which where it is not now so subject. (g) During The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Company. (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken. (i) So long as any of the Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from time to time. (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Representative terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise. (k) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (1) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (m) For a period from the date of this Agreement until the retirement of the Notes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Trustee or the Company. (n) On or before the Closing Date, the Company shall mark its accounting and other records, if any, relating to the Financed Eligible Loans and shall cause the Servicer, UNIPAC and InTuition to mark their respective computer records relating to the Financed Eligible Loans to show the absolute ownership by the Trustee, as eligible lender of, and the interest of the Company in, the Initial Financed Eligible Loans, and from and after each Closing Date the Company will take, or cause the Servicer, UNIPAC and InTuition to take, as the case may be, such actions with respect to the respective records of each with regard to any Additional Acquired Eligible Loans at the time of the acquisition thereof by the Trustee on behalf of the Company and the Company shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Financed Eligible Loans, other than as permitted by the Basic Documents. (o) For the period beginning on the date hereof of this Agreement and continuing to and including the Closing Dateending 90 days hereafter, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities after none of the Company and any entity affiliated, directly or any warrantsindirectly, rights or options to purchase or otherwise acquire debt securities of with the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business)will, without the prior written consent of notice to the RepresentativesUnderwriters, which consent offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; provided, however, that this shall not be unreasonably withheldconstrued to prevent the sale of FFELP Loans by the Company. (hp) It will use If, at the proceeds from time the sale of the Securities Registration Statement became effective, any information shall have been omitted therefrom in the manner described in the Prospectus and the Pricing Disclosure Package reliance upon Rule 430A under the caption “Use 1933 Act, then, immediately following the execution of Proceedsthis Agreement, the Company will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the 1933 Act, copies of an amended Prospectus containing all information so omitted.”

Agreements of the Company. The Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees with each of you thatto: (a) It will advise you promptly andimplement the recapitalization support agreement, if requested by any of you, confirm such advice substantially in writing, of any stop order suspending the effectiveness of form set forth as Exhibit A hereto (the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening of any proceedings for that purpose or pursuant to Section 8A of the Act, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a“RSA”), 13(c), 14 or 15(d) of which contains the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement principal terms and conditions for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchaser, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with law. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end recapitalization of the Company’s current fiscal quarter), an earnings statement covering which shall be effected through the twelve-month period beginning after exchange by the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) holders thereof of the Act Notes and rights to the rules and regulations payment of deferred interest hereunder (the Commission thereunder. (e“Deferred Interest Payment Rights”) Whether for shares of preferred stock or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses other securities of counsel for the Company and the Company’s accountants in connection with the registration and delivery amendment of the Securities under the Act and all other fees or expenses in connection with the preparation and filing terms of the Registration StatementIndenture, each pursuant to an exchange offer and consent solicitation to be made by the Company (collectively, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith“Exchange Offer”), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees on terms and fees and expenses of counsel conditions substantially as set forth in Exhibit A hereto or as otherwise satisfactory to the Underwriters incurred in connection therewithCompany and the Deferring Noteholders that are holders of at least 50.1% of the aggregate principal amount of the Notes held by the Deferring Noteholders (the “Requisite Noteholders”); (b) promptly following the execution of this Agreement (i) notify the Trustee that the Deferring Noteholders have agreed to defer the Deferred Interest Payment pursuant to and subject to the terms of this Agreement and (ii) at its own cost and expense, execute and deliver to the Trustee, Epiq Systems Inc., as exchange agent for the Exchange Offer (the “Exchange Agent”) and registrar for the Deferred Interest Payment Rights (the “Registrar”), and the Deferring Noteholders all documents, instruments and agreements and do all such other acts and things as may be required (iv) at the rating reasonable request of the Securities Trustee or the Deferring Noteholders), to provide for and implement through The Depository Trust Company (“DTC”) or as otherwise are reasonably requested by investment rating agencies, (v) the approval Trustee or the Deferring Noteholders the deferral of the Securities Deferred Interest Payment by DTC the Deferring Noteholders pursuant to the terms of this Agreement and the Indenture and the creation and maintenance by the Registrar of a registry of Deferred Interest Payment Rights; (c) operate the business of the Company in the ordinary course and consistent with this Agreement and past practice, other than as contemplated in this Agreement and the RSA (it being understood and agreed that the pending merger of the Company and Xxxxxx S.A.I.C. y F. (“Xxxxxx”) will be deemed to be made in the ordinary course for “book-entry” transferpurposes of this clause (c)); (d) not, directly or indirectly, through any person or entity, take any action that is inconsistent with, or that would reasonably be expected to prevent, interfere with, delay or impede, consummation of the Recapitalization; (vie) all expenses and application fees (including not execute, or allow any of its Subsidiaries to execute, any agreement or covenant with the reasonable fees and expenses purpose of counsel guaranteeing or by virtue of which in any way or under any conditions the Company or any of its Subsidiaries would become responsible for the Underwriters) incurred financial obligations of a third party, in connection with whole or in part, for a total amount in excess of US$500,000 (or its equivalent in other currencies), except for any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance guarantees by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost Indebtedness of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith).wholly-owned Subsidiaries; (f) Prior not to create or allow the sale existence of all Securitiesany Lien over any property, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process revenue or other documents as may be necessary in order to effect such registration asset, current or qualification; providedfuture, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrantsof its Subsidiaries, rights except: (i) Liens existing on the date hereof; (ii) Liens created after the date hereof on assets or options properties that secure Indebtedness incurred or assumed only for the purpose of financing, in whole or in part, the cost of developing, building or acquiring such asset or property, to purchase the extent such Lien is created (1) in the case of an acquisition, simultaneously with the granting of the financing for such acquisition or (2) in the case of any construction, simultaneously with the granting of the financing for such construction; provided that the principal amount of the Indebtedness secured by the Lien does not exceed the cost of such development, building or acquisition of such asset or property; (iii) any Liens securing an extension, renewal or refinancing of the Indebtedness set forth in clause (i) or (ii); provided that (x) such Lien does not extend to any property or assets other than the property, revenues or other assets (plus improvements on or additions to such property or assets) securing the Indebtedness being extended, renewed or refinanced and (y) the aggregate principal amount of such new Indebtedness (as of the date of such proposed extension, renewal or refinancing) does not exceed the aggregate principal amount (or initial accreted value, if applicable) of the Indebtedness being extended, renewed or refinanced; and (iv) Liens listed in clauses (3) – (16) of the definition of “Permitted Liens” in Section 101 of the Indenture; (g) not to sell or otherwise acquire debt securities dispose of, individually or in a series of related transactions, any asset of the Company substantially similar to the Securities or any of any of its Subsidiaries with a value in excess of US$1.0 million (or its equivalent in other than (icurrencies) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, Requisite Noteholders (which consent shall not be unreasonably withheld., conditioned or delayed), except (i) in the ordinary course of the Company’s business and operations, (ii) as specifically identified on Exhibit C hereto, or (iii) for sales or dispositions between (1) wholly-owned Subsidiaries of the Company, (2) the Company and one or more of its wholly-owned Subsidiaries or (3) Xxxxxx and the Company or one or more wholly-owned Subsidiaries of the Company; provided that, if the purchaser of such asset is a Deferring Noteholder, such Deferring Noteholder’s ownership of the Notes shall not be counted towards the calculation of the Requisite Noteholders’ consent for purposes of this clause (g); (h) It will use not to enter into, or allow any of its Subsidiaries to enter into, any transaction including, without limitation, any purchase, sale, lease or exchange of property or the proceeds from the sale rendering of any service, with any Affiliate of the Securities Company involving aggregate payments or consideration in excess of US$500,000 (or its equivalent in other currencies) except for any transaction between (i) wholly-owned Subsidiaries of the Company, (ii) the Company and one or more of its wholly- owned Subsidiaries or (iii) Xxxxxx and the Company or one or more wholly-owned Subsidiaries of the Company; (i) not to, and cause its Subsidiaries not to, approve or pay dividends or distributions on shares of any class of the Company’s or any Subsidiary’s capital stock, or buy, redeem or in any other way acquire shares of any class of the Company’s or any Subsidiary’s capital stock or options in connection therewith, in each case, other than dividends, distributions or payments solely by a Subsidiary of the Company to the Company; (j) provide Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“Xxxxxxx Xxxxxxx”), as counsel to the Ad-Hoc Committee, such information regarding the operations of the Company and the Recapitalization as any of the Deferring Noteholders may reasonably request through Xxxxxxx Xxxxxxx; provided that the Company shall not provide material non-public information to Xxxxxxx Xxxxxxx for any Deferring Noteholder unless such Deferring Noteholder has consented to receive material non-public information and has entered into a non-disclosure agreement reasonably satisfactory to the Company; and (k) promptly pay and/or reimburse in full in cash, upon request, all of the Deferring Noteholders’ documented fees, costs and expenses, including all documented fees, costs and expenses of advisors to the Ad-Hoc Committee and any other professionals engaged thereby, but no more than one legal counsel, which shall be Xxxxxxx Xxxxxxx, one Argentine counsel, which shall be Xxxxx Xxxxx, Grondona, Benites & Xxxxxxx, and one financial advisor, and in each case subject to and in accordance with the terms and conditions of any separate engagement or similar letter with any such advisor, related to the execution and delivery of this Agreement and the RSA, and the consummation of the transactions contemplated by this Agreement and the RSA (including the Exhibits hereto and thereto); provided that the Company shall also pay, if required by the Ad Hoc Committee, the reasonable expenses of one or more Deferring Noteholders not to exceed US$50,000 in the manner described in the Prospectus and the Pricing Disclosure Package under the caption “Use of Proceedsaggregate for each such Deferring Noteholder.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriter: (a) It will advise you promptly andTo prepare the Prospectus in a form reasonably approved by the Underwriter and to file such Prospectus pursuant to Rule 424(b) under the Act within the time period prescribed or, if requested applicable, such earlier time as may be required by any of you, confirm such advice in writing, of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening of any proceedings for that purpose or pursuant to Section 8A of Rule 430A under the Act, and will use its best efforts ; to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any make no amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request which shall be reasonably disapproved by the Commission for additional information. Prior Underwriter promptly after reasonable notice thereof; to advise the termination Underwriter, promptly after it receives notice thereof, of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing amended Prospectus has been filed pursuant and to Rule 433 under furnish the Act, and will Underwriter with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities.; to advise the Underwriter, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) Promptly from time to time to take such actions as the Underwriter may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Underwriter has requested and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided 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 to you, upon request and without charge, a signed copy the Underwriter with copies of the Registration Statement and the Prospectus in such quantities as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery the Underwriter may from time to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or request during such period after following the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package hereof as a prospectus is required by law to be delivered in connection with offers or sales of Securities by an Underwriter or dealerSecurities, and, if the delivery of a prospectus is required and if at such time any event shall occur or condition exist have occurred as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or ifor, in the opinion of counsel if for the Underwriters, any other reason it is shall be necessary during such period to amend or supplement the Prospectus or the Pricing Disclosure Package in order to comply with applicable lawthe Act, the Company will promptly to notify the Underwriters Underwriter and forthwith prepare, file with upon the Commission Underwriter's request prepare and furnish, at its own expense, furnish without charge to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters Underwriter and to any other dealers upon request, either amendments dealer in securities as many copies as the Underwriter may from time to time reasonably request of an amended Prospectus or supplements a supplement to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended which will correct such statement or supplemented will not contain an untrue statement of a material fact omission 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with law.effect such compliance; (d) To As soon as practicable, but not later than the Availability Date (as defined below), to make generally available to the Company’s its security holders and deliver to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), Underwriter an earnings statement of the Company covering the twelve-month a period of at least 12 months beginning after the effective date upon of the Registration Statement which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies will satisfy the provisions of Section 11(a) of the Act and (for the rules and regulations purpose of this subsection 5(d) only, "Availability Date" means the 45th day after the end of the Commission thereunder. (e) Whether or not fourth fiscal quarter following the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) fiscal quarter that includes the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing effective date of the Registration Statement, except that, if such fourth fiscal quarter is the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any last quarter of the foregoingCompany's fiscal year, including all printing, processing, filing and distribution "Availability Date" means the 90th day after the end of such fourth fiscal quarter); (e) During a period of five years from the effective date of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not includingregistration statement, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery furnish to the holders of the Securities to you, including any transfer or other taxes payable thereon, (iii) as soon as practicable after the registration or qualification end of the Securities for offer each fiscal year an annual report (including a balance sheet and sale under the securities or Blue Sky laws statements of operations, changes in stockholders' equity and cash flows of the jurisdictions referred to in paragraph 5(fCompany and its consolidated subsidiaries certified by independent public accountants) below (includingand, in each case, any filing fees and fees and expenses of counsel make available to the Underwriters incurred in connection therewith), (iv) the rating holders of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to as soon as practicable after the sale and delivery end of each of the Securities to you first three quarters of each fiscal year (but not includingbeginning with the fiscal quarter ending after the effective date of the Registration Statement), however, legal fees consolidated summary financial information of the Company and expenses of your counsel incurred its consolidated subsidiaries for such quarter in connection therewith).reasonable detail; (f) Prior During a period of five years from the effective date of the Registration Statement, to furnish to the sale Underwriter copies of all Securitiesreports or other communications (financial or other) furnished to shareholders, it will cooperate and deliver to the Underwriter (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Underwriters and counsel to the Underwriters in connection with the registration Commission or qualification any national securities exchange on which any class of securities of the Securities for offer Company is listed or the Nasdaq Stock Market, Inc.; and sale to (ii) such additional information concerning the Underwriters under business and financial condition of the securities or Blue Sky laws of such jurisdictions in the United States Company as the Underwriters Underwriter may request and continue such registration or qualification in effect so long as required and file such consents from time to service of process or other documents as may be necessary in order to effect such registration or qualificationtime reasonably request; provided, however, that the Company shall not be required in connection therewith deemed to qualify as a foreign corporation in any jurisdiction in which have satisfied its obligations hereunder if it files such document with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX") and such document is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject.available for public inspection via XXXXX; (g) During For a period of 180 days from the period beginning on effective date of the date hereof and continuing Registration Statement, not to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company which are substantially similar to the Securities (other than the Securities or pursuant to (i) the Securities and a stock option plan, (ii) commercial paper issued in the ordinary course of business), merger and acquisition transactions or (iii) currently outstanding warrants or options) without the Underwriter's prior written consent of the Representatives, which consent shall not be unreasonably withheld.consent; (h) It will use To apply the net proceeds from the sale of the Securities for the purposes set forth in the manner described Prospectus; (i) To provide the Underwriter with a right of first refusal to (a) lead manage any future equity, trust preferred or debt offering of the Company which takes place within 24 months of the First Delivery Date, and (b) act as financial advisor to the Company in any buy-side or sell-side merger and acquisition transaction which takes place within 24 months of the Prospectus First Delivery Date; and (j) To take all such action to cause the Securities to be quoted on the OTC Bulletin Board at the Delivery Date and for at least three years from the Pricing Disclosure Package under the caption “Use of Proceedsdate hereof.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters as follows: (a) It The Company will advise you promptly andprepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if requested by any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Act, but the Company will not file any of you, confirm such advice in writing, of any stop order suspending the effectiveness of amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order preventing or suspending the use of the Preliminary Prospectus Supplementcommunication, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus whether by or of the institution SEC or threatening of any proceedings for that purpose authority administering any state securities or pursuant to Section 8A of Blue Sky law, as soon as the ActCompany is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible the lifting thereofits lifting, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior when the Prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the Rules and Regulations, the Company promptly will notify the Representative of such event and will promptly notify the Underwriters prepare and forthwith prepare, file with the Commission and furnishSEC, at its own expense, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. Neither the Representative's consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf offering or sale of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawNotes. (d) To make generally available The Company will furnish to the Company’s security holders and to you as soon as practicable (but no event later than the last day Underwriters, without charge, copies of the fifteenth full calendar month following the end of the Company’s current fiscal quarterRegistration Statement (including all documents and exhibits thereto or incorporated by reference therein), an earnings statement covering the twelve-month period beginning after Prospectus, and all amendments and supplements to such documents relating to the date upon which Notes, in each case in such quantities as the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunderUnderwriters may reasonably request. (e) Whether No amendment or not the transactions contemplated hereby are consummated or this Agreement is terminated, it supplement will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of made to the Registration Statement, the Preliminary Statement or Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to which the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident shall not previously have been advised or to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)which it shall reasonably object after being so advised. (f) Prior to the sale of all Securities, it The Company will cooperate with the Underwriters and with their counsel to the Underwriters in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Securities Notes for offer offering and sale to by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request designate and continue such registration or qualification in effect so long as required and will file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationexemptions; provided, however, provided that in no event shall the Company shall not be required in connection therewith obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to general consent to service of process in suits, other than those arising out of the offering or taxation sale of the Notes, in any jurisdiction in which where it is not now so subject. (g) During The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Company. (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken. (i) So long as any of the Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from time to time. (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Representative terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise. (k) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (l) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (m) For a period from the date of this Agreement until the retirement of the Notes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Trustee or the Company. (n) On or before the Closing Date, the Company shall mark its accounting and other records, if any, relating to txx Xinanced Eligible Loans and shall cause the Servicer, UNIPAC and InTuition to mark their respective computer records relating to the Finanxxx Eligible Loans to show the absolute ownership by the Trustee, as eligible lender of, and the interest of the Company in, the Initial Financed Eligible Loans, and from and after each Closing Date the Company will take, or cause the Servicer, UNIPAC and InTuition to take, as the case may be, such actions with respect to the respective records of each with regard to any Additional Acquired Eligible Loans at the time of the acquisition thereof by the Trustee on behalf of the Company and the Company shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Financed Eligible Loans, other than as permitted by the Basic Documents. (o) For the period beginning on the date hereof of this Agreement and continuing to and including the Closing Dateending 90 days hereafter, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities none of the Company and any entity affiliated, directly or any warrantsindirectly, rights or options to purchase or otherwise acquire debt securities of with the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business)will, without the prior written consent of notice to the RepresentativesUnderwriters, which consent offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; provided, however, that this shall not be unreasonably withheldconstrued to prevent the sale of FFELP Loans by the Company. (hp) It If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the 1933 Act, then, immediately following the execution of this Agreement, the Company will use prepare, and file or transmit for filing with the proceeds from Commission in accordance with such Rule 430A and Rule 424(b) under the sale 1933 Act, copies of an amended Prospectus containing all information so omitted. (q) As soon as practicable, but not later than 16 months after the date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Securities in Registration Statement, (ii) the manner described in effective date of the Prospectus most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the Pricing Disclosure Package under date of the caption “Use Company's most recent Annual Report or Form 10-K filed with the Commission prior to the date of Proceedsthis Agreement, which will satisfy the provisions of Section 11(a) of the Act.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters as follows: (a) It The Company will advise you promptly andprepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if requested by any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Act, but the Company will not file any of you, confirm such advice in writing, of any stop order suspending the effectiveness of amendments to the Registration Statement or an order preventing or suspending as in effect with respect to the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus Notes or any Issuer Represented amendments or supplements to the Prospectus, or any Free Writing Prospectus (as defined in Rule 405 under the Act), unless it shall first have delivered copies of such amendments, supplements or Free Writing Prospectus to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement, or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the institution SEC or threatening of any proceedings for that purpose authority administering any state securities or pursuant to Section 8A of Blue Sky law, as soon as the ActCompany is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible the lifting thereofits lifting, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior when the Prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the Rules and Regulations, the Company promptly will notify the Representative of such event and will promptly notify the Underwriters prepare and forthwith prepare, file with the Commission and furnishSEC, at its own expense, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. Neither the Representative's consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf offering or sale of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawNotes. (d) To make generally available The Company will furnish to the Company’s security holders and to you as soon as practicable (but no event later than the last day Underwriters, without charge, copies of the fifteenth full calendar month following the end of the Company’s current fiscal quarterRegistration Statement (including all documents and exhibits thereto or incorporated by reference therein), an earnings statement covering the twelve-month period beginning after Prospectus, and all amendments and supplements to such documents relating to the date upon which Notes, in each case in such quantities as the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunderUnderwriters may reasonably request. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it The Company will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection cooperate with the registration and delivery of Underwriters in listing the Securities under Class A Notes on the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)Irish Stock Exchange. (f) Prior to the sale of all Securities, it The Company will cooperate with the Underwriters and with their counsel to the Underwriters in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Securities Notes for offer offering and sale to by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request designate and continue such registration or qualification in effect so long as required and will file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationexemptions; provided, however, provided that in no event shall the Company shall not be required in connection therewith obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to general consent to service of process in suits, other than those arising out of the offering or taxation sale of the Notes, in any jurisdiction in which where it is not now so subject. (g) During The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Company. (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other reasonable actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken. (i) So long as any of the Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from time to time. (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Representative terminating this Agreement pursuant to Section 9 or Section 10 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise. (k) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (l) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (m) For a period from the date of this Agreement until the retirement of the Notes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Indenture Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Indenture Trustee or the Company. (n) On or before the Closing Date, the Company shall mark its accounting and other records, if any, relating to the Trust Sxxxxnt Loans and shall cause the Servicer, SLC and SLC Receivables to mark their respective computer records relating to the Trust Student Lxxxx to show the absolute ownership by the Indenture Trustee, as eligible lender of, and the interest of the Company in, the initial Trust Student Loans, and the Company shall not take, or shall not permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Trust Student Loans, other than as permitted by the Basic Documents (o) For the period beginning on the date hereof of this Agreement and continuing to and including the Closing Dateending 90 days hereafter, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities none of the Company and any entity affiliated, directly or any warrantsindirectly, rights or options to purchase or otherwise acquire debt securities of with the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business)will, without the prior written consent of notice to the RepresentativesUnderwriters, which consent offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; provided, however, that this shall not be unreasonably withheldconstrued to prevent the sale of FFELP Loans by the Company or any entity affiliated, directly or indirectly, with the Company. (hp) It If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the 1933 Act, then, immediately following the execution of this Agreement, the Company will use prepare, and file or transmit for filing with the proceeds from Commission in accordance with such Rule 430A and Rule 424(b) under the sale 1933 Act, copies of an amended Prospectus containing all information so omitted. (q) As soon as practicable, but not later than 16 months after the date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Securities in Registration Statement, (ii) the manner described in effective date of the Prospectus most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the Pricing Disclosure Package under date of the caption “Use Company's most recent Annual Report or Form 10-K filed with the Commission prior to the date of Proceedsthis Agreement, which will satisfy the provisions of Section 11(a) of the Act.”

Agreements of the Company. The Company covenants and agrees with each of you thatthe Initial Purchasers as follows: (a) It will To advise you the Representative promptly and, if requested by any of you, the Representative confirm such advice in writing, (i) of the issuance by any state securities commission of any stop order suspending the effectiveness of the Registration Statement qualification or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening exemption from qualification of any proceedings Securities for that purpose offering or pursuant to Section 8A of sale in any jurisdiction, or the Act, and will use its best efforts to prevent the issuance initiation of any proceeding for such order purpose by any state securities commission or other regulatory authority and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e(ii) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly happening of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the Securitiesevent that, in the reasonable opinion of either counsel for to the UnderwritersCompany or counsel to the Initial Purchasers, the Prospectus or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealer, makes any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does not contain an untrue statement of a material fact made in the Preliminary Offering Memorandum or omit the Offering Memorandum untrue or that requires the making of any additions to state a material fact necessary or changes in the Preliminary Offering Memorandum or the Offering Memorandum in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading when misleading. The Company shall use its best efforts to prevent the Pricing Disclosure Package issuance of any stop order or order suspending the Prospectus is delivered qualification or exemption of any Securities under any state securities or Blue Sky laws and, if at any time any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption of any Securities under any state securities or Blue Sky laws, the Company shall use its best efforts to a purchaserobtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish the Initial Purchasers and those persons identified by the Initial Purchasers to the Company, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or ifsupplements thereto, as the Initial Purchasers may reasonably request. The Company consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant hereto, by the Initial Purchasers in the opinion of counsel for the Underwriters, it is necessary connection with Exempt Resales. (c) Not to amend or supplement the Prospectus Preliminary Offering Memorandum or the Pricing Disclosure Package Offering Memorandum prior to comply the Closing Date unless the Representative shall previously have been advised thereof and shall not have objected thereto within a reasonable time after being furnished a copy thereof. The Company shall promptly prepare, upon the Representative's request, any amendment or supplement to the Preliminary Offering Memorandum or the Offering Memorandum that may be necessary or advisable in connection with applicable lawExempt Resales. (d) If, after the date hereof and prior to completion of the Exempt Resales, any event shall occur as a result of which, in the judgment of the Company will promptly notify or in the Underwriters and forthwith prepare, file with the Commission and furnish, at its own expense, reasonable opinion of either counsel to the Underwriters and Company or counsel to the dealers (whose names and addresses you will furnish Initial Purchasers, it becomes necessary or advisable to amend or supplement the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments Preliminary Offering Memorandum or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented will not contain an untrue statement of a material fact or omit to state a material fact necessary Offering Memorandum in order to make the statements therein, in the light of the circumstances under which they were made, not misleading when the Prospectus or the Pricing Disclosure Package such Offering Memorandum is delivered to an Eligible Purchaser which is a prospective purchaser, not misleading, or if it is necessary or advisable to amend or supplement the Preliminary Offering Memorandum or Offering Memorandum to comply with applicable law, (i) notify the Representative and (ii) forthwith to prepare an appropriate amendment or supplement to such Offering Memorandum so that the statements therein as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, such Offering Memorandum will comply with applicable law. (de) To make generally available cooperate with the Representative and counsel to the Company’s security holders Initial Purchasers in connection with the qualification or registration of the Units under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may reasonably request and to you continue such qualification in effect so long as soon required for the Exempt Resales; PROVIDED, HOWEVER, that the Company shall not be required in connection therewith to register or qualify as practicable (but no event later a foreign corporation where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, other than as to matters and transactions relating to the last day of Preliminary Offering Memorandum, the fifteenth full calendar month following the end of the Company’s current fiscal quarter)Offering Memorandum or Exempt Resales, an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement in any jurisdiction where it is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereundernot now so subject. (ef) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement becomes effective or is terminated, it will to pay and be responsible for all costs, expenses, fees and taxes incident to the performance of the obligations of the Company hereunder, including in connection with or incident towith: (i) the feespreparation, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package Preliminary Offering Memorandum and Prospectus the Offering Memorandum (including, without limitation, financial statements) and all amendments or and supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by yourequired pursuant hereto, (ii) all costs and expenses related to any transfer the preparation (including, without limitation, duplication costs) and delivery of all preliminary and final Blue Sky memoranda prepared and delivered in connection herewith and with the Securities to you, including any transfer or other taxes payable thereonExempt Resales, (iii) the issuance, transfer and delivery by the Company of the Securities to the Initial Purchasers, (iv) the qualification or registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below several states (including, in each casewithout limitation, any filing the cost of preparing, printing and mailing a preliminary and final Blue Sky Memorandum and the reasonable fees and disbursements of counsel to the Initial Purchasers relating thereto), (v) furnishing such copies of the Preliminary Offering Memorandum and the Offering Memorandum, and all amendments and supplements thereto, as may be requested by the Initial Purchasers for use in connection with Exempt Resales, (vi) the preparation of certificates for the Securities (including, without limitation, printing and engraving thereof), (vii) the fees, disbursements and expenses of the Company's counsel and accountants, (viii) all expenses and listing fees in connection with the application for quotation of the Securities in the National Association of Securities Dealers, Inc. ("NASD") Automated Quotation System - PORTAL ("PORTAL"), (ix) all fees and expenses (including fees and expenses of counsel to the Underwriters incurred Company) of the Company in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) with the approval of the Global Securities by DTC for “"book-entry” " transfer, (vix) all expenses and application fees (including the reasonable fees and expenses of the Trustee and its counsel for the Underwriters) incurred in connection with any filing with the Indenture and clearance the Notes, (xi) the reasonable fees and expenses of the offering by Warrant Agent and its counsel in connection with the Financial Industry Regulatory AuthorityWarrant Agreement and the Warrants, Inc. and (viixii) the performance by the Company of its other obligations under this Agreement, including Agreement and the other Operative Documents and (without limitationxiii) the fees of the Trustee, the cost of its personnel "roadshow" travel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer marketing and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (h) It will use the proceeds from the sale of the Securities in Units, the manner described in the Prospectus Notes and the Pricing Disclosure Package under the caption “Use of ProceedsWarrants.”

Agreements of the Company. The Company agrees with each of you the several Purchasers that: (a) It The Company will advise you promptly and, if requested by any of you, confirm such advice in writing, of any stop order suspending the effectiveness of proposal to amend or supplement the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus SupplementStatement, the Prospectus Supplementany Pre-Pricing Prospectus, the Prospectus or any Issuer Represented Permitted Free Writing Prospectus or of the institution or threatening of with respect to any proceedings for that purpose or pursuant to Section 8A of the ActPurchased Preference Stock, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of furnish you a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time copy thereof prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the SecuritiesCommission. (b) To The Company will furnish to you, upon request and without charge, a signed copy you copies of the Registration Statement registration statement relating to the Preference Stock as originally filed and each amendment all amendments thereto (including at least one of which will be signed and will include all exhibits except those incorporated by reference to previous filings with the Commission), each related Pre-Pricing Prospectus, Permitted Free Writing Prospectus, Prospectus, and all amendments and supplements to such documents (except amendments to exhibits and consents filed therewith) supplements relating to securities that are not Purchased Preference Stock), in each case as soon as available and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement such quantities as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with request for the Commission in accordance with Rule 433 under purposes contemplated by the Act. (c) If, If at any time prior to the Closing Date or during such period after the first date filing of the public offering of Prospectus, with respect to each Pre-Pricing Prospectus or, thereafter, with respect to the SecuritiesProspectus, in when a prospectus relating to the opinion of counsel for Purchased Preference Stock is required to be conveyed under the Underwriters, the Prospectus Act or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerRules and Regulations, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the such Pre-Pricing Disclosure Package Prospectus or the Prospectus in order to ensure that the Pricing Disclosure Package Prospectus, as applicable, as then amended or the Prospectus does not contain an supplemented would include any untrue statement of a material fact 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the such Pre-Pricing Prospectus or the Pricing Disclosure Package Prospectus, as applicable, to comply with applicable lawthe Act or the Rules and Regulations, the Company will promptly notify the Underwriters Purchasers and forthwith prepare, promptly prepare and file with the Commission and furnish, at its own expense, an amendment or supplement to the Underwriters and Registration Statement or any appropriate filing pursuant to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf Section 13 or 14 of the Underwriters Exchange Act which will correct such statement or omission or an amendment which will effect such compliance, and to any other dealers upon requestconvey in connection therewith, either such Pre-Pricing Prospectus or Prospectus or amendments or supplements to the Prospectus and/or Purchasers in such quantity as may be necessary to permit compliance with the Pricing Disclosure Package so requirements of the Act and the Rules and Regulations; provided that the statements in Company shall be so obligated only so long as the Prospectus Company is notified of unsold allotments (failure by the Purchasers to so notify the Company cancels the Company’s obligation under this Section 4(c)); and the provided further that any such Pre-Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or Prospectus or amendment or supplement required later than nine months from the Pricing Disclosure Package is delivered to a purchaser, or so that date hereof shall be furnished at the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawPurchasers’ sole expense. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it The Company will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection cooperate with the registration and delivery of the Securities under the Act and all other fees or expenses Purchasers in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including taking such copies action as may be reasonably requested by you, (ii) all costs and expenses related necessary to any transfer and delivery of qualify the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities Purchased Preference Stock for offer offering and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses state or jurisdiction of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters Purchasers may reasonably request and will use its best efforts to continue such registration or qualification in effect so long as required and file such consents to service for the distribution of process or other documents as may be necessary in order to effect such registration or qualificationthe Purchased Preference Stock; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified corporation, or to take any action that would subject it to file a general consent to service of process or taxation process, in any such state or jurisdiction or to comply with any other requirement deemed by the Company to be unduly burdensome. (e) The Company will make generally available to its security holders as soon as practicable an earning statement (as contemplated by Rule 158 under the Act) covering a period of twelve months after the effective date of the Registration Statement. (f) For a period of one year, the Company will furnish to you copies of any report or definitive proxy statement which the Company shall file with the Commission under the Exchange Act, and copies of all reports and communications which shall be sent to stockholders generally, at or about the time such reports and other information are first furnished to stockholders generally. For purposes of this clause (f), any information filed by the Company on the Commission’s EXXXX system will be deemed furnished to you in which it is not now so subjectsatisfaction of this clause (f). (g) During The Company will apply the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (h) It will use the net proceeds from the sale offering of the Securities in the manner described in the Prospectus and the Pricing Disclosure Package Purchased Preference Stock as set forth under the caption “Use of Proceedsproceeds” in the Prospectus Supplement.” (h) If a public offering of the Purchased Preference Stock is to be made, the Company will not offer or sell any of its other Preference Stock which are substantially similar to the Purchased Preference Stock prior to [ ] days after the Closing Date without the consent of the Purchasers. (i) The Company will advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Base Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement, of the suspension of the qualification of the Purchased Preference Stock for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Base Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement, or suspending any such qualification, promptly to use its reasonable best efforts to obtain the prompt withdrawal of such order. (j) The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of [ ] on behalf of the Purchasers, it will not make, any offer relating to the Purchased Preference Stock that would constitute an “issuer free writing prospectus” (as defined in Rule 433 of the Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Act; provided that the prior written consent of [ ] on behalf of the Purchasers shall be deemed to have been given in respect of the Permitted Free Writing Prospectuses. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an issuer free writing prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Agreements of the Company. The Company agrees with each of you thatyou: (a) It will advise you promptly andSubject to Section 5(b), if requested by any to comply with the requirements of youRule 430A and notify Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation immediately, and confirm such advice the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or an of any order preventing or suspending the use of the Preliminary Prospectus Supplementany preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for that purpose or any of such purposes. The Company will promptly effect the filings necessary pursuant to Section 8A of the Act, Rule 424(b) and will use its best efforts take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any such stop order and and, if any stop order is issued, to obtain as soon as possible the lifting thereofthereof at the earliest possible moment. (b) To give Donaxxxxx, if issued, and will advise the Representatives promptly Xxfkxx & Xenrxxxx Xxxurities Corporation notice of any examination pursuant its intention to Section 8(e) of the Act file or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus or Prospectus, to furnxxx Xxxxxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation with copies of any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives such documents a reasonable amount of time prior to the such proposed filing or use, as the case may be, and not to file or use thereof or any such document to which Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation or counsel for the Representatives Underwriters shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securitiesthree Business Days after being furnished such documents. (bc) To furnish That the Company has furnished or will deliver to youthe Underwriters and counsel for the Underwriters, upon request and without charge, a signed copy copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits and consents filed therewiththerewith or incorporated by reference therein) and for delivery signed copies of all consents and certificates of experts, and will also deliver to each other Underwriter the Underwriters, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits theretoexhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to furnish the Underwriters will be identical to you in New York Citythe electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T. (d) That the Company has delivered to each Underwriter, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or Company hereby consents to the Registration Statement use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the Securities Exchange of 1934 (the "1934 ACT"), such number of copies of the Prospectus (as you amended or supplemented) as such Underwriter may reasonably request. The Company will, pursuant Prospectus and any amendments or supplements thereto furnished to reasonable procedures developed in good faith, retain the Underwriters will be identical to the electronically transmitted copies of each Issuer Represented Free Writing Prospectus that is not thereof filed with the Commission in accordance with Rule 433 under pursuant to EDGAX, xxcept to the Act.extent permitted by Regulation S-T. (ce) If, To comply with the 1933 Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and the Prospectus. If at any time prior to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package when a prospectus is required by law the 1933 Act to be delivered in connection with sales of Securities by an Underwriter or dealerthe Securities, any event shall occur or condition shall exist as a result of which it is necessary necessary, in the reasonable opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the any Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does will not contain an include any untrue statement statements of a material fact or omit to state a material fact necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they were made, not misleading when existing at the Pricing Disclosure Package or the Prospectus time it is delivered to a purchaser, or ifif it shall be necessary, in the reasonable opinion of counsel for any such counsel, at any such time to amend the Underwriters, it is necessary to Registration Statement or amend or supplement the any Prospectus or the Pricing Disclosure Package in order to comply with applicable lawthe requirements of the 1933 Act, the Company will promptly notify the Underwriters prepare and forthwith prepare, file with the Commission Commission, subject to Section 5(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you Company will furnish to the Company) to which Securities may have been sold by you on behalf Underwriters such number of copies of such amendment or supplement as the Underwriters and to any other dealers upon may reasonably request, either amendments or supplements . (f) To timely file such reports pursuant to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package 1934 Act as so amended or supplemented will not contain an untrue statement of a material fact or omit to state a material fact are necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with law. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), its securityholders an earnings statement covering for the twelve-month period beginning after purposes of, and to provide the date upon which benefits contemplated by, the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions last paragraph of Section 11(a) of the Act and the rules and regulations of the Commission thereunder1933 Act. (eg) To use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under "Use of Proceeds." (h) So long as the Securities are outstanding, to furnish to you as soon as available copies of all reports or other communications furnished to its security holders or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request. (i) Whether or not the transactions contemplated hereby in this Agreement are consummated or this Agreement is terminated, it will to pay and or cause to be responsible for paid all costsexpenses incident to the performance of its obligations under this Agreement, expenses, fees and taxes in connection with or incident toincluding: (i) the fees, disbursements and expenses of the Company's counsel for the Company and the Company’s 's accountants in connection with the registration and delivery of the Securities under the 1933 Act and all other fees or and expenses in connection with the preparation preparation, printing, filing and filing distribution of the Registration StatementStatement (including financial statements and exhibits), the Preliminary Prospectus Supplement, the Prospectus Supplementany preliminary prospectus, the Prospectus and any Issuer Represented Free Writing Prospectus, and any all amendments and supplements to any of the foregoing, including all printing, processing, filing the mailing and distribution delivering of copies thereof to the Pricing Disclosure Package Underwriters and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred dealers in connection therewith), including such copies as may be reasonably requested by youthe quantities specified herein, (ii) all costs and expenses related to any the transfer and delivery of the Securities to youthe Underwriters, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the registration offering, purchase, sale or qualification delivery of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith)Securities, (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable filing fees and expenses disbursements of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification review and clearance of the offering of the Securities by the National Association of Securities Dealers, Inc., (v) the cost of printing certificates representing the Securities, (vi) the costs and charges of any transfer agent, registrar and/or depositary (including DTC), (vii) any fees charged by rating agencies for offer the rating of the Securities, (viii) the fees and sale expenses of the Trustee and the Trustee's counsel in connection with the Indenture, the Escrow Agreement and the Securities and (ix) all other costs and expenses incident to the Underwriters under performance of the securities or Blue Sky laws obligations of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in hereunder for which it provision is not now so qualified or to take any action that would subject it to general consent to service of process or taxation otherwise made in any jurisdiction in which it is not now so subjectthis Section. (gj) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the RepresentativesDonaxxxxx, which consent shall not be unreasonably withheldXxfkxx & Xenrxxxx Xxxurities Corporation. (hk) It To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities. (l) If the Registration Statement at the time of the effectiveness of this Agreement does not cover all of the Securities, to file a Rule 462(b) Registration Statement with the Commission registering the Securities not so covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of this Agreement and to pay to the Commission the filing fee for such Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the 1933 Act. (m) Pursuant to the Escrow Agreement, to deposit the Initial Escrow Amount into an escrow account in the United States, representing the Escrow Funds, and will use take all actions necessary to pledge, assign and set over to the proceeds from Trustee, for the sale benefit of the holders of the Securities, and irrevocably grant to the Trustee for the benefit of the holders of the Securities a first priority perfected security interest in, all of its right, title and interest in such escrow account, all funds held therein and all other Escrow Collateral (as such term is defined in the manner described Escrow Agreement, the "ESCROW COLLATERAL") held by the Trustee or on its behalf, in order to secure the obligations and indebtedness of the Company under the Indenture, the Escrow Agreement and the Securities. (n) To furnish to the Trustee on each anniversary of the Issue Date (upon receipt of written notice from Escrow Agent) until the date upon which the balance of Escrow Funds shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either (i) stating that (A) in the Prospectus opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the lien of the Escrow Agreement and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months fully to preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the holders of Securities and the Pricing Disclosure Package Trustee hereunder and under the caption “Use Escrow Agreement with respect to the security interests in the Escrow Collateral or (ii) stating that, in the opinion of Proceedssuch counsel, no such action is necessary to maintain such lien and assignment.” (o) During the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, to file all documents required to be filed with the Commission pursuant to the 1934 Act and rules and regulations of the Commission thereunder within the time periods referred to therein. (p) To comply with Rule 463 of the 1933 Act.

Agreements of the Company. The Company agrees with each of you the several Purchasers that: (a) It The Company will advise you promptly and, if requested by any of you, confirm such advice in writing, of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening of any proceedings for that purpose or pursuant proposal to Section 8A of the Act, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of amend or supplement to the Registration Statement or the Prospectus or with respect to any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities Purchased Debt Securities, and at any time during which the Underwriters have will furnish you a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time copy thereof prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the SecuritiesCommission. (b) To The Company will furnish to you, upon request and without charge, a signed copy you copies of the Registration Statement registration statement relating to the Debt Securities as originally filed and each amendment all amendments thereto (including at least one of which will be signed and will include all exhibits except those incorporated by reference to previous filings with the Commission), each related prospectus, the Prospectus, and consents filed therewith) all amendments and for delivery supplements to such documents (except supplements relating to securities that are not Purchased Debt Securities), in each other Underwriter a conformed copy of the Registration Statement case as originally filed soon as available and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement such quantities as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with request for the Commission in accordance with Rule 433 under purposes contemplated by the Act. (c) If, If at any time prior when a prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Purchased Debt Securities is required by law to be delivered in connection with sales of Securities by an Underwriter under the Act or dealerthe Rules and Regulations, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain an supplemented would include any untrue statement of a material fact 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the Rules and Regulations, the Company will promptly notify the Underwriters Purchasers and forthwith prepare, promptly prepare and file with the Commission and furnish, at its own expense, an amendment or supplement to the Underwriters and Registration Statement or any appropriate filing pursuant to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf Section 13 or 14 of the Underwriters Exchange Act which will correct such statement or omission or an amendment which will effect such compliance, and to any other dealers upon requestdeliver in connection therewith, either such Prospectus or amendments or supplements to the Prospectus and/or Purchasers in such quantity as may be necessary to permit compliance with the Pricing Disclosure Package so requirements of the Act and the Rules and Regulations, provided that the statements in Company shall be so obligated only so long as the Prospectus Company is notified of unsold allotments (failure by the Purchasers to so notify the Company cancels the Company's obligation under this Section 4(c)), and the Pricing Disclosure Package as so amended or supplemented 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 when the provided further that any such Prospectus or amendment or supplement required later than nine months from the Pricing Disclosure Package is delivered to a purchaser, or so that date hereof shall be furnished at the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawPurchasers' sole expense. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it The Company will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection cooperate with the registration and delivery of the Securities under the Act and all other fees or expenses Purchasers in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including taking such copies action as may be reasonably requested by you, (ii) all costs and expenses related necessary to any transfer and delivery of qualify the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Purchased Debt Securities for offer offering and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses state or jurisdiction of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters Purchasers may reasonably request and will use its best efforts to continue such registration or qualification in effect so long as required and file such consents to service for the distribution of process or other documents as may be necessary in order to effect such registration or qualificationthe Purchased Debt Securities; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified corporation, or to take any action that would subject it to file a general consent to service of process or taxation process, in any such state or jurisdiction in or to comply with any other requirement deemed by the Company to be unduly burdensome. (e) The Company will make generally available to its security holders as soon as practicable an earning statement (as contemplated by Rule 158 under the Act) covering a period of twelve months after the effective date of the Registration Statement. (f) For a period of three years, the Company will furnish to you copies of any report or definitive proxy statement which it is not now so subjectthe Company shall file with the Commission under the Exchange Act, and copies of all reports and communications which shall be sent to stockholders generally, at or about the time such reports and other information are first furnished to stockholders generally. (g) During The Company will apply the period beginning on net proceeds from the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities offering of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities Purchased Debt Securities as set forth under the caption "Use of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued Proceeds" in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheldProspectus Supplement. (h) It will use the proceeds from the sale If a public offering of the Purchased Debt Securities in is to be made, the manner described in Company will not offer or sell any of its other debt securities which are substantially similar to the Prospectus and Purchased Debt Securities prior to ten business days after the Pricing Disclosure Package under Closing Date without the caption “Use consent of Proceedsthe Purchasers.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters as follows: (a) It The Company will advise you promptly andprepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if requested by any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Act, but the Company will not file any of you, confirm such advice in writing, of any stop order suspending the effectiveness of amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order preventing or suspending the use of the Preliminary Prospectus Supplementcommunication, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus whether by or of the institution SEC or threatening of any proceedings for that purpose authority administering any state securities or pursuant to Section 8A of Blue Sky law, as soon as the ActCompany is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible the lifting thereofits lifting, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior when the Prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the Rules and Regulations, the Company promptly will notify each of the Underwriters of such event and will promptly notify the Underwriters prepare and forthwith prepare, file with the Commission and furnishSEC, at its own expense, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. Neither the Underwriters' consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf offering or sale of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawNotes. (d) To make generally available The Company will furnish to the Company’s security holders and to you as soon as practicable (but no event later than the last day Underwriters, without charge, copies of the fifteenth full calendar month following the end of the Company’s current fiscal quarterRegistration Statement (including all documents and exhibits thereto or incorporated by reference therein), an earnings statement covering the twelve-month period beginning after Prospectus, and all amendments and supplements to such documents relating to the date upon which Notes, in each case in such quantities as the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunderUnderwriters may reasonably request. (e) Whether No amendment or not the transactions contemplated hereby are consummated or this Agreement is terminated, it supplement will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of made to the Registration Statement, the Preliminary Statement or Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to which the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident shall not previously have been advised or to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)which it shall reasonably object after being so advised. (f) Prior to the sale of all Securities, it The Company will cooperate with the Underwriters and with their counsel to the Underwriters in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Securities Notes for offer offering and sale to by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request designate and continue such registration or qualification in effect so long as required and will file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationexemptions; provided, however, provided that in no event shall the Company shall not be required in connection therewith obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to general consent to service of process in suits, other than those arising out of the offering or taxation sale of the Notes, in any jurisdiction in which where it is not now so subject. (g) During The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Company. (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken. (i) So long as any of the Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from time to time. (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Underwriters terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise. (k) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (l) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (m) For a period from the date of this Agreement until the retirement of the Notes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Trustee or the Company. (n) On or before the Closing Date, the Company shall xxxx its accounting and other records, if any, relating to the Financed Eligible Loans and shall cause the Servicer and NLS to xxxx their respective computer records relating to the Financed Eligible Loans to show the absolute ownership by the Trustee, as eligible lender of, and the interest of the Company in, the Financed Eligible Loans, and the Company shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Financed Eligible Loans, other than as permitted by the Basic Documents. (o) For the period beginning on the date hereof of this Agreement and continuing to and including the Closing Dateending 90 days hereafter, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities none of the Company and any entity affiliated, directly or any warrantsindirectly, rights or options to purchase or otherwise acquire debt securities of with the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business)will, without the prior written consent of notice to the RepresentativesUnderwriters, which consent offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; provided, however, that this shall not be unreasonably withheldconstrued to prevent the sale of FFELP Loans by the Company. (hp) It If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the 1933 Act, then, immediately following the execution of this Agreement, Nelnet Funding will use prepare, and file or transmit for filing with the proceeds from Commission in accordance with such Rule 430A and Rule 424(b) under the sale 1933 Act, copies of an amended Prospectus containing all information so omitted. (q) As soon as practicable, but not later than 16 months after the date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Securities in Registration Statement, (ii) the manner described in effective date of the Prospectus most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the Pricing Disclosure Package under date of the caption “Use Company's most recent Annual Report or Form 10-K filed with the Commission prior to the date of Proceedsthis Agreement, which will satisfy the provisions of Section 11(a) of the Act.”

Agreements of the Company. The Company agrees with each of you thatas follows: (a) It In respect of the offering of Shares, the Company will (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the name of the Underwriter and the number of Shares which the Underwriter has agreed to purchase, the price at which the Shares are to be purchased by the Underwriter from the Company, the initial offering price, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Shares, and (ii) file the Prospectus in a form approved by you pursuant to Rule 424(b) under the Act no later than the Commission's close of business on the second business day following the date of the determination of the offering price of the Shares. The Company will furnish to the Underwriter and to such dealers as you shall specify as many copies of the Prospectus as the Underwriter shall reasonably request for the purposes contemplated by the Act or the Exchange Act. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Company will advise you promptly and, if requested by any of you, confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the Registration Statement, any preliminary prospectus, the Prospectus or any of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or suspension of qualification of the institution or threatening of any proceedings Shares for that purpose or pursuant to Section 8A of the Act, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to youin any jurisdiction, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package is required by law to be delivered in connection with sales initiation of Securities by an Underwriter or dealerany proceeding for such purposes, and (vi) the happening of any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading when the Pricing Disclosure Package or the Prospectus is delivered to a purchaser, not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order, and if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or iflifting of such order at the earliest possible time. (c) The Company will furnish to you without charge, one signed copy of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it as you may reasonably request. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extenx xxxmitted by Regulation S-T. (d) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Company will not file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or make any amendment or supplement to the Prospectus or any Term Sheet, if applicable, of which you shall not previously have been advised or to which you or your counsel shall reasonably object; and the Company will prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or amendment or supplement to the Prospectus which, in the opinion of your counsel, may be necessary in connection with the distribution of the Shares by you, and will use its best efforts to cause the same to become promptly effective. If applicable, the Prospectus and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extenx xxxmitted by Regulation S-T. (e) If, at any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, any event shall occur as a result of which, in the opinion of counsel for the UnderwritersUnderwriter, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable any law, the Company will promptly notify the Underwriters forthwith prepare and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments an appropriate amendment or supplements supplement to the Prospectus and/or (in form and substance reasonably satisfactory to counsel for the Pricing Disclosure Package Underwriter) so that the statements in the Prospectus and the Pricing Disclosure Package Prospectus, as so amended or supplemented supplemented, 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 madeexisting when it is so delivered, not misleading when the Prospectus or the Pricing Disclosure Package is delivered to a purchasermisleading, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with any law, and to furnish to the Underwriter and to such dealers as you shall specify, such number of copies thereof as the Underwriter or dealers may reasonably request. (df) The Company will use its best efforts, in cooperation with the Underwriter, to qualify, register or perfect exemptions for the Shares for offer and sale by the Underwriter under the applicable state securities or Blue Sky laws and real estate syndication laws of such jurisdictions as you may reasonably request; provided, however, the Company will not be required to qualify as a foreign corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. In each jurisdiction in which the Shares have been so qualified or registered, the Company will use all reasonable efforts to file such statements, reports and other documents as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Underwriter may reasonably request for the distribution of the Shares. (g) To make generally available to the Company’s security holders and to you 's stockholders as soon as reasonably practicable (but no event not later than sixty (60) days after the last day close of the fifteenth full calendar month following period covered thereby (ninety (90) days in the end event the close of such period is the close of the Company’s current 's fiscal quarteryear), an earnings statement (in form complying with the provisions of Rule 158 of the Act) covering the twelve-month a period beginning of at least twelve months after the effective date upon of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies shall satisfy the provisions of Section 11(a) of the Act and the rules and regulations Act, and, if required by Rule 158 of the Commission thereunderAct, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (eh) Whether During the period of five years after the date of this Agreement, to furnish to you as soon as available a copy of each regular and periodic report, financial statement or not other publicly available information of the transactions contemplated hereby are consummated Company and any of its subsidiaries mailed to the holders of the Shares or this Agreement filed with the Commission or any securities exchange, and any such publicly available information concerning the Company or any of its subsidiaries as you may reasonably request. (i) During the period when the Prospectus is terminatedrequired to be delivered under the Act or the Exchange Act in connection with sales of the Shares, to file all documents required to be filed by it will with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (j) To pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: to (i) the feespreparation, disbursements printing, filing and expenses distribution under the Act of counsel the Registration Statement and any amendment thereto (including financial statements and exhibits), each preliminary prospectus, the Prospectus and all amendments and supplements to any of them prior to or during the period specified in Section 5(b), (ii) the qualification of registration of the Shares for offer and sale under the Company securities, Blue Sky laws or real estate syndication laws of the several states in accordance with Section 5(f) hereof, (iii) the fee of and the Company’s accountants filings and clearance, if any, with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the registration Offering, (iv) the fee of and delivery the listing of the Securities under Shares on the Act and all other fees or expenses in connection with the preparation and filing New York Stock Exchange, Inc. ("NYSE"), (v) furnishing such copies of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or and supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery for use in connection with the offering or sale of the Securities to you, including any transfer or other taxes payable thereon, (iii) Shares by the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transferUnderwriter, (vi) all expenses the preparation, issuance and application fees (including the reasonable fees and expenses delivery of counsel certificates for the Underwriters) incurred in connection with any filing with and clearance of Shares to the offering by the Financial Industry Regulatory AuthorityUnderwriter, Inc. and (vii) the performance costs and charges of any transfer agent or registrar, (viii) any transfer taxes imposed on the sale by the Company of its other obligations under this Agreement, including the Shares to the Underwriter and (without limitationvi) the fees and disbursements of the Trustee, Company's counsel and accountants. (k) The Company will use its best efforts to maintain the cost listing of the Shares on the NYSE for a period of three years after the Closing Date and thereafter unless the Company's Board of Directors determines that it is no longer in the best interests of the Company for the Shares to continue to be so listed. (l) The Company will use its personnel best efforts to do and other internal costs, perform all things required to be done and performed under this Agreement by the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident Company prior to the sale Closing Date and to satisfy all conditions precedent to the delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)Shares. (fm) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the The Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (h) It will use the net proceeds received by it from the sale of the Securities Shares in the manner described specified in the Prospectus and the Pricing Disclosure Package Supplement under the caption “"Use of Proceeds.”" (n) The Company will prepare and file or transmit for filing with the Commission in accordance with Rule 424(b) of the Act copies of the Prospectus. (o) The Company will use its best efforts to ensure that the Company continues to qualify as a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), for a period of three years after the date of this Agreement unless the Company's Board of Directors determines that it is no longer in the best interest of the Company to be so qualified. (p) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any Shares in violation of the Act.

Agreements of the Company. The Company agrees with each of you that: (a) It will advise you promptly and, if requested by any of you, confirm such advice in writing, of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening of any proceedings for that purpose or pursuant to Section 8A of the Act, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchaser, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with law. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (h) It will use the proceeds from the sale of the Securities in the manner described in the Prospectus and the Pricing Disclosure Package under the caption “Use of Proceeds.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters as follows: (a) It The Company will advise you promptly andprepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if requested by any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Act, but the Company will not file any of you, confirm such advice in writing, of any stop order suspending the effectiveness of amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order preventing or suspending the use of the Preliminary Prospectus Supplementcommunication, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus whether by or of the institution SEC or threatening of any proceedings for that purpose authority administering any state securities or pursuant to Section 8A of Blue Sky law, as soon as the ActCompany is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible the lifting thereofits lifting, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior when the Prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the Rules and Regulations, the Company promptly will notify the Representative of such event and will promptly notify the Underwriters prepare and forthwith prepare, file with the Commission and furnishSEC, at its own expense, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. Neither the Representative's consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf offering or sale of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawNotes. (d) To make generally available The Company will furnish to the Company’s security holders and to you as soon as practicable (but no event later than the last day Underwriters, without charge, copies of the fifteenth full calendar month following the end of the Company’s current fiscal quarterRegistration Statement (including all documents and exhibits thereto or incorporated by reference therein), an earnings statement covering the twelve-month period beginning after Prospectus, and all amendments and supplements to such documents relating to the date upon which Notes, in each case in such quantities as the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunderUnderwriters may reasonably request. (e) Whether No amendment or not the transactions contemplated hereby are consummated or this Agreement is terminated, it supplement will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of made to the Registration Statement, the Preliminary Statement or Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to which the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident shall not previously have been advised or to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)which it shall reasonably object after being so advised. (f) Prior to the sale of all Securities, it The Company will cooperate with the Underwriters and with their counsel to the Underwriters in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Securities Notes for offer offering and sale to by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request designate and continue such registration or qualification in effect so long as required and will file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationexemptions; provided, however, provided that in no event shall the Company shall not be required in connection therewith obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to general consent to service of process in suits, other than those arising out of the offering or taxation sale of the Notes, in any jurisdiction in which where it is not now so subject. (g) During The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Company. (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken. (i) So long as any of the Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from time to time. (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Representative terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise. (k) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (l) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (m) For a period from the date of this Agreement until the retirement of the Notes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Trustee or the Company. (n) On or before the Closing Date, the Company shall mark its accounting and other records, if any, relating xx the Financed Eligible Loans and shall cause the Servicer, UNIPAC and InTuition to mark their respective computer records relating to the Financed Eligxxxx Loans to show the absolute ownership by the Trustee, as eligible lender of, and the interest of the Company in, the Initial Financed Eligible Loans, and from and after each Closing Date the Company will take, or cause the Servicer, UNIPAC and InTuition to take, as the case may be, such actions with respect to the respective records of each with regard to any Additional Acquired Eligible Loans at the time of the acquisition thereof by the Trustee on behalf of the Company and the Company shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Financed Eligible Loans, other than as permitted by the Basic Documents. (o) For the period beginning on the date hereof of this Agreement and continuing to and including the Closing Dateending 90 days hereafter, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities none of the Company and any entity affiliated, directly or any warrantsindirectly, rights or options to purchase or otherwise acquire debt securities of with the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business)will, without the prior written consent of notice to the RepresentativesUnderwriters, which consent offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; provided, however, that this shall not be unreasonably withheldconstrued to prevent the sale of FFELP Loans by the Company. (hp) It If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the 1933 Act, then, immediately following the execution of this Agreement, the Company will use prepare, and file or transmit for filing with the proceeds from Commission in accordance with such Rule 430A and Rule 424(b) under the sale 1933 Act, copies of an amended Prospectus containing all information so omitted. (q) As soon as practicable, but not later than 16 months after the date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Securities in Registration Statement, (ii) the manner described in effective date of the Prospectus most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the Pricing Disclosure Package under date of the caption “Use Company's most recent Annual Report or Form 10-K filed with the Commission prior to the date of Proceedsthis Agreement, which will satisfy the provisions of Section 11(a) of the Act.”

Agreements of the Company. The Company agrees with each of you the Underwriters ------------------------- that: (a) It At any time when a prospectus relating to the IQ Notes is required to be delivered under the 1933 Act, the Company will advise you promptly andnot file or make any amendment to the Registration Statement or any supplement to the Prospectus (except for periodic or current reports filed under the 1934 Act) unless the Company has furnished each of the Underwriters a copy for its review prior to filing and given the Underwriters a reasonable opportunity to comment on any such proposed amendment or supplement. Each of the Underwriters shall make its responses thereto, if requested any, promptly. Immediately following the execution of this Agreement, the Company will prepare a prospectus supplement, in form approved by the Underwriters, setting forth the principal amount of IQ Notes and their terms not otherwise specified in the base prospectus, the Underwriters' names, the price at which the IQ Notes are to be purchased by the Underwriters from the Company, the principal amount of IQ Notes to be purchased by each Underwriter, the initial offering price, the selling concession and reallowance, if any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the IQ Notes. The Company will promptly cause the Prospectus to be filed with the Commission pursuant to Rule 424(b) under the 1933 Act Regulations in the manner and within the time period prescribed by such rule and will provide evidence satisfactory to the Underwriters of such filing. The Company will promptly advise the Underwriters (i) at any time when a prospectus relating to the IQ Notes is required to be delivered under the 1933 Act, when any post-effective amendment to the Registration Statement shall have been filed or become effective, (ii) of youany request by the Commission for any post-effective amendment of the Registration Statement or supplement to the Prospectus or for any additional information, confirm such advice in writing, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening by direct communication with the Company of any proceedings proceeding for that purpose purpose, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the IQ Notes for sale in any jurisdiction or the initiation or threatening by direct communication with the Company of any proceeding for such purpose. The Company will promptly effect the filing of the Prospectus necessary pursuant to Section 8A of Rule 424(b) under the Act1933 Act Regulations and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, and in the event that it was not, it will promptly file the Prospectus. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the lifting withdrawal thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, If at any time prior when a prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package IQ Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the 1933 Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does not contain an would include any 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 when misleading, or if it shall be necessary to amend the Pricing Disclosure Package Registration Statement or to supplement the Prospectus to comply with the 1933 Act or the Prospectus is delivered to a purchaser1934 Act or the respective rules thereunder, or if, in the opinion of counsel for Company promptly will (i) notify the Underwriters, it is necessary (ii) prepare and file with the Commission, subject to amend the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance, and (iii) supply any supplemented Prospectus to the Prospectus Underwriters in such quantities as the Underwriters may reasonably request. (c) During the period when a prospectus relating to the IQ Notes is required to be delivered under the 1933 Act, (i) the Company will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Pricing Disclosure Package 1934 Act and will furnish to comply with applicable lawthe Underwriters copies of such documents, (ii) on or prior to the date on which the Company makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Company proposes to describe, in a document filed pursuant to the 1934 Act, the Company will promptly notify the Underwriters and forthwith prepare, file with the Commission and furnish, at its own expense, furnish to the Underwriters and the information contained or to be contained in such announcement or document, (iii) the dealers (whose names and addresses you Company will furnish to the CompanyUnderwriters copies of all other material press releases or announcements to the general public, and (iv) to which Securities may have been sold by you on behalf the Company will immediately notify the Underwriters of (a) any decrease in the rating of the Underwriters and to IQ Notes or any other dealers upon request, either amendments debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the 1933 Act) or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements (b) any public notice given of any intended or potential decrease in the Prospectus and the Pricing Disclosure Package as so amended any such rating or supplemented will not contain an untrue statement of a material fact or omit to state a material fact necessary possible change in order to make any such rating that does not indicate the statements therein, in the light direction of the circumstances under which they were made, not misleading when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Packagepossible change, as amended soon as the Company learns of any such decrease or supplemented, will comply with lawnotice. (d) To As soon as practicable, but not later than 90 days after the close of the period covered by the earnings statement, the Company will make generally available to the Company’s its security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), Underwriters an earnings statement covering or statements of the twelve-month period beginning after the date upon Company and its subsidiaries which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 under the rules and regulations of the Commission thereunder1933 Act. (e) Whether or not So long as the transactions contemplated hereby Underwriters are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes required to deliver a prospectus in connection with or incident to: (i) sales of the feesIQ Notes, disbursements and expenses of counsel for the Company will furnish to the Underwriters and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing their counsel, without charge, such copies of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, Statement (including all printing, processing, filing and distribution of the Pricing Disclosure Package exhibits thereto) and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)may reasonably request. (f) Prior to the sale of all SecuritiesThe Company will endeavor, it will cooperate in cooperation with the Underwriters and counsel Underwriters, to arrange for the Underwriters in connection with the registration or qualification of the Securities IQ Notes for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in of the United States of America as the Underwriters may request and continue designate, will maintain such registration or qualification qualifications in effect so long as required and file such consents to service for the distribution of process or other documents as may be necessary in order to effect such registration or qualificationthe IQ Notes; provided, however, that the Company shall will not be required in connection therewith obligated to file any general consent to service of process or to qualify as a foreign corporation limited liability company in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subjectqualified. (g) During The Company will apply the net proceeds from the offering of the IQ Notes in the manner set forth under the caption "The IQ Notes Offering" in the Prospectus. (h) The Company will not, during the period beginning on of 30 days from the date hereof and continuing to and including on which the Closing Date, it will not offer, IQ Notes are purchased by the Underwriters sell, contract offer to sell sell, grant any option for the sale of, or otherwise transfer or dispose of any IQ Notes, any security convertible into or exchangeable into or exercisable for the IQ Notes or any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business)IQ Notes, without the prior written consent of the Representatives, which consent shall not be unreasonably withheldUnderwriters. (hi) It will use the proceeds from the The Company shall, whether or not any sale of the Securities IQ Notes is consummated, pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, the Prospectus, all amendments thereof and supplements thereto, the Indenture, this Agreement and related documents delivered to the Underwriters, the cost of preparing, printing, packaging and delivering the IQ Notes, the fees and expenses incurred in compliance with Section 4(f) hereof, the manner described fees and disbursements of the Trustee (including legal fees and disbursements, if any, of counsel to the Trustee), the fees of any agency that rates the IQ Notes, and any fees payable in connection with the Prospectus acceptance of the IQ Notes for clearance and settlement through the Pricing Disclosure Package under facilities of The Depository Trust Company. If this Agreement is terminated by the caption “Use Underwriters in accordance with the provisions of ProceedsSection 5 or Section 7(a)(i) hereof, the Company shall reimburse the Underwriters for all of its reasonable out-of-pocket expenses relating to the offer and sale of the IQ Notes contemplated by this Agreement, including the reasonable fees and disbursements of counsel for the Underwriters incurred in connection therewith.”

Agreements of the Company. The Company agrees with each of you the several Purchasers that: (a) It The Company will advise you promptly and, if requested by any of you, confirm such advice in writing, of any stop order suspending the effectiveness of proposal to amend or supplement the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus SupplementStatement, the Prospectus Supplementany Pre-Pricing Prospectus, the Prospectus or any Issuer Represented Permitted Free Writing Prospectus or of the institution or threatening of with respect to any proceedings for that purpose or pursuant to Section 8A of the ActPurchased Bonds, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of furnish you a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time copy thereof prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the SecuritiesCommission. (b) To The Company will furnish to you, upon request and without charge, a signed copy you copies of the Registration Statement registration statement relating to the Bonds as originally filed and each amendment all amendments thereto (including at least one of which will be signed and will include all exhibits except those incorporated by reference to previous filings with the Commission), each related Pre-Pricing Prospectus, Permitted Free Writing Prospectus, Prospectus, and all amendments and supplements to such documents (except amendments to exhibits and consents filed therewith) supplements relating to Bonds that are not Purchased Bonds), in each case as soon as available and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement such quantities as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with request for the Commission in accordance with Rule 433 under purposes contemplated by the Act. (c) If, If at any time prior to the Closing Date or during such period after the first date filing of the public offering of Prospectus, with respect to each Pre-Pricing Prospectus or, thereafter, with respect to the SecuritiesProspectus, in when a prospectus relating to the opinion of counsel for Purchased Bonds is required to be conveyed under the Underwriters, the Prospectus Act or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerRules and Regulations, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the such Pre-Pricing Disclosure Package Prospectus or the Prospectus in order to ensure that the Pricing Disclosure Package Prospectus, as applicable, as then amended or the Prospectus does not contain an supplemented would include any untrue statement of a material fact 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the such Pre-Pricing Prospectus or the Pricing Disclosure Package Prospectus, as applicable, to comply with applicable lawthe Act or the Rules and Regulations, the Company will promptly notify the Underwriters Purchasers and forthwith prepare, promptly prepare and file with the Commission and furnish, at its own expense, an amendment or supplement to the Underwriters and Registration Statement or any appropriate filing pursuant to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf Section 13 or 14 of the Underwriters Exchange Act which will correct such statement or omission or an amendment which will effect such compliance, and to any other dealers upon requestconvey in connection therewith, either such Pre-Pricing Prospectus or Prospectus or amendments or supplements to the Prospectus and/or Purchasers in such quantity as may be necessary to permit compliance with the Pricing Disclosure Package so requirements of the Act and the Rules and Regulations; provided that the statements in Company shall be so obligated only so long as the Prospectus and Company is notified of unsold allotments (failure by the Purchasers to so notify the Company cancels the Company’s obligation under this Section 4(c)); provided further, that any such Pre-Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or Prospectus or amendment or supplement required later than nine months from the Pricing Disclosure Package is delivered to a purchaser, or so that date hereof shall be furnished at the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawPurchasers’ sole expense. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it The Company will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection cooperate with the registration and delivery of the Securities under the Act and all other fees or expenses Purchasers in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including taking such copies action as may be reasonably requested by you, (ii) all costs and expenses related necessary to any transfer and delivery of qualify the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities Purchased Bonds for offer offering and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses state or jurisdiction of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters Purchasers may reasonably request and will use its best efforts to continue such registration or qualification in effect so long as required and file such consents to service for the distribution of process or other documents as may be necessary in order to effect such registration or qualificationthe Purchased Bonds; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified corporation, or to take any action that would subject it to file a general consent to service of process or taxation process, in any such state or jurisdiction or to comply with any other requirement deemed by the Company to be unduly burdensome. (e) The Company will make generally available to its security holders as soon as practicable an earning statement (as contemplated by Rule 158 under the Act) covering a period of twelve months after the effective date of the Registration Statement. (f) For a period of one year, the Company will furnish to you copies of any report or definitive proxy statement which the Company shall file with the Commission under the Exchange Act, and copies of all reports and communications which shall be sent to stockholders generally, at or about the time such reports and other information are first furnished to stockholders generally. For purposes of this clause (f), any information filed by the Company on the Commission’s XXXXX system will be deemed furnished to you in which it is not now so subjectsatisfaction of this clause (f). (g) During The Company will apply the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (h) It will use the net proceeds from the sale offering of the Securities in the manner described in the Prospectus and the Pricing Disclosure Package Purchased Bonds as set forth under the caption “Use of Proceedsproceeds” in the Prospectus Supplement.” (h) The Company will record and file the Supplemental Indenture pertaining to the Purchased Bonds in each place in which such recording or filing is required to protect and preserve the lien of the Indenture and will pay all taxes and recording fees required to be paid with respect to the execution, recording and filing of the Supplemental Indenture and the issuance of the Purchased Bonds. (i) If a public offering of the Purchased Bonds is to be made, the Company will not offer or sell any of its other debt securities which are substantially similar to the Purchased Bonds prior to ten business days after the Closing Date without the consent of the Purchasers. (j) The Company will advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Base Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement, of the suspension of the qualification of the Purchased Bonds for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Base Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement, or suspending any such qualification, promptly to use its reasonable best efforts to obtain the prompt withdrawal of such order. (k) The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of [ ] on behalf of the Purchasers, it will not make, any offer relating to the Purchased Bonds that would constitute an “issuer free writing prospectus” (as defined in Rule 433 of the Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Act; provided that the prior written consent of [ ] on behalf of the Purchasers shall be deemed to have been given in respect of the Permitted Free Writing Prospectuses. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an issuer free writing prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Agreements of the Company. The Company agrees with each of you thatthe Underwriters as follows: (a) It The Company will advise you promptly andprepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if requested by any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Act, but the Company will not file any of you, confirm such advice in writing, of any stop order suspending the effectiveness of amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Underwriters, or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order preventing or suspending the use of the Preliminary Prospectus Supplementcommunication, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus whether by or of the institution SEC or threatening of any proceedings for that purpose authority administering any state securities or pursuant to Section 8A of Blue Sky law, as soon as the ActCompany is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible the lifting thereofits lifting, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior when the Prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the Rules and Regulations, the Company promptly will promptly notify the Underwriters prepare and forthwith prepare, file with the Commission SEC, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and furnish, at its own expense, (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf offering or sale of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawNotes. (d) To make generally available The Company will furnish to the Company’s security holders and to you as soon as practicable (but no event later than the last day Underwriters, without charge, copies of the fifteenth full calendar month following the end of the Company’s current fiscal quarterRegistration Statement (including all documents and exhibits thereto or incorporated by reference therein), an earnings statement covering the twelve-month period beginning after Prospectus, and all amendments and supplements to such documents relating to the date upon which Notes, in each case in such quantities as the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunderUnderwriters may reasonably request. (e) Whether No amendment or not the transactions contemplated hereby are consummated or this Agreement is terminated, it supplement will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of made to the Registration Statement, the Preliminary Statement or Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to which the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident shall not previously have been advised or to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)which it shall reasonably object after being so advised. (f) Prior to the sale of all Securities, it The Company will cooperate with the Underwriters and with their counsel to the Underwriters in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Securities Notes for offer offering and sale to by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request designate and continue such registration or qualification in effect so long as required and will file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationexemptions; provided, however, provided that in no event shall the Company shall not be required in connection therewith obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to general consent to service of process in suits, other than those arising out of the offering or taxation sale of the Notes, in any jurisdiction in which where it is not now so subject. (g) During The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Company. (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken. (i) So long as any of the Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from time to time. (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Representative terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise. (k) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (l) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (m) For a period from the date of this Agreement until the retirement of the Notes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Trustee or the Company. (n) On or before the Closing Date, the Company shall xxxx its accounting and other records, if any, relating to the Financed Eligible Loans and shall cause the Servicer, UNIPAC and InTuition to xxxx their respective computer records relating to the Financed Eligible Loans to show the absolute ownership by the Trustee, as eligible lender of, and the interest of the Company in, the Initial Financed Eligible Loans, and from and after each Closing Date the Company will take, or cause the Servicer, UNIPAC and InTuition to take, as the case may be, such actions with respect to the respective records of each with regard to any Additional Acquired Eligible Loans at the time of the acquisition thereof by the Trustee on behalf of the Company and the Company shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Financed Eligible Loans, other than as permitted by the Basic Documents. (o) For the period beginning on the date hereof of this Agreement and continuing to and including the Closing Dateending 90 days hereafter, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities none of the Company and any entity affiliated, directly or any warrantsindirectly, rights or options to purchase or otherwise acquire debt securities of with the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business)will, without the prior written consent of notice to the RepresentativesUnderwriters, which consent offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; PROVIDED, HOWEVER, that this shall not be unreasonably withheldconstrued to prevent the sale of FFELP Loans by the Company. (hp) It will use If, at the proceeds from time the sale of the Securities Registration Statement became effective, any information shall have been omitted therefrom in the manner described in the Prospectus and the Pricing Disclosure Package reliance upon Rule 430A under the caption “Use 1933 Act, then, immediately following the execution of Proceedsthis Agreement, the Company will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the 1933 Act, copies of an amended Prospectus containing all information so omitted.”

Agreements of the Company. The Company agrees with each of you the Underwriters that: (a) It At any time when a prospectus relating to the Notes is required to be delivered under the 1933 Act, the Company will advise you promptly andnot file or make any amendment to the Registration Statement or any supplement to the Prospectus (except for periodic or current reports filed under the 1000 Xxx) unless the Company has furnished each of the Representatives a copy of such prospectus amendment or supplement for its review prior to filing and given the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement. Each of the Representatives shall make its responses thereto, if requested any, promptly. The Company will file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) of the 1933 Act Regulations. Immediately following the execution of this Agreement, the Company will prepare a final prospectus supplement, in form approved by the Representatives, setting forth the principal amount of the Notes and their terms not otherwise specified in the base prospectus filed as part of the Registration Statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, the Underwriters’ names, the price at which the Notes are to be purchased by the Underwriters from the Company, the principal amount of Notes to be purchased by each Underwriter, the initial offering price, the selling concession and reallowance, if any, and such other information as the Representatives and the Company deem appropriate in connection with the offering of the Notes. The Company will promptly cause any Pricing Prospectus and the Prospectus to be filed with the Commission pursuant to Rule 424(b) of youthe 1933 Act Regulations in the manner and within the time period prescribed by such rule and will provide evidence satisfactory to the Underwriters of such filing. The Company will promptly advise the Underwriters (i) at any time when a prospectus relating to the Notes is required to be delivered under the 1933 Act, confirm such advice in writingwhen any post-effective amendment to the Registration Statement shall have been filed or become effective, (ii) of any request by the Commission for any post-effective amendment of the Registration Statement or supplement to the Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening by direct communication with the Company of any proceedings proceeding for that purpose purpose, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening by direct communication with the Company of any proceeding for such purpose. The Company will promptly effect the filing of any Pricing Prospectus and the Prospectus necessary pursuant to Section 8A Rule 424(b) of the Act1933 Act Regulations and will take such steps as it deems necessary to ascertain promptly whether any Pricing Prospectus and the Prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, and in the event that it was not, it will promptly file the Pricing Prospectus or Prospectus, as the case may be. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the lifting withdrawal thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, If at any time prior when a prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the 1933 Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does not contain an would include any 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 misleading, or if it shall be necessary to amend the Registration Statement or to supplement the Prospectus to comply with the 1933 Act or the 1934 Act or the respective rules thereunder, the Company promptly will (i) notify the Underwriters, (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance, and (iii) supply any supplemented Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. (c) During the period when a prospectus relating to the Notes is required to be delivered under the 1933 Act (or in lieu thereof, the notice referred to in Rule 173(a) of the 1933 Act Regulations), (i) the Company will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and will furnish to the Underwriters copies of such documents, (ii) on or prior to the date on which the Company makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Company proposes to describe, in a document filed pursuant to the 1934 Act, the Company will furnish to the Underwriters the information contained or to be contained in such announcement or document, (iii) the Company will furnish to the Underwriters copies of all other material press releases or announcements to the general public, and (iv) the Company will immediately notify the Underwriters of (a) any decrease in the rating of the Notes or any other debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) of the 1933 Act Regulations) or (b) any public notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, as soon as the Company learns of any such decrease or notice. Any requirement to furnish documents or information to the Underwriters pursuant to this covenant shall be deemed satisfied by the posting of such documents or information on the Company’s website or the filing thereof with the Commission on EXXXX. (d) The Company agrees to prepare a pricing term sheet specifying the terms of the Notes not contained in any Pricing Prospectus, substantially in the form of Schedule III hereto and approved by the Underwriters, and to file such pricing term sheet as an “issuer free writing prospectus” within the time required pursuant to Rule 433 of the 1933 Act Regulations. (e) As soon as practicable, but not later than 90 calendar days after the close of the period covered by the earnings statement, the Company will make generally available to its security holders and to the Underwriters an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 of the 1933 Act Regulations. (f) So long as the Underwriters are required to deliver a prospectus in connection with sales of the Notes, the Company will furnish to the Underwriters and their counsel, without charge, such copies of the Registration Statement (including exhibits thereto) and Prospectus as the Underwriters may reasonably request. (g) The Company will endeavor, in cooperation with the Underwriters, to arrange for the qualification of the Notes for sale under the laws of such jurisdictions of the United States of America as the Underwriters may designate, will maintain such qualifications in effect so long as required for the distribution of the Notes; provided, however, that the Company will not be obligated to file any general consent to service of process or to qualify as a foreign limited liability company in any jurisdiction in which it is not so qualified. (h) The Company will apply the net proceeds from the offering of the Notes in the manner set forth under the caption “Use of Proceeds” in the Pricing Prospectus and the Prospectus. (i) The Company will not, during the period of 30 days from the date on which the Notes are purchased by the Underwriters, sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Notes, any security convertible into or exchangeable into or exercisable for the Notes or any debt securities substantially similar to the Notes, without the prior written consent of the Representatives on behalf of the Underwriters. (j) The Company shall, whether or not any sale of the Notes is consummated, pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and its counsel, the cost of printing or other production and delivery of the Registration Statement, the Pricing Disclosure Package or Package, the Prospectus is Prospectus, all amendments thereof and supplements thereto, the Indenture, this Agreement and related documents delivered to a purchaserthe Underwriters, the cost of preparing, printing, packaging and delivering the Notes, the fees and expenses incurred in compliance with Section 4(g) hereof, the fees and disbursements of the Trustee (including legal fees and disbursements, if any, of counsel to the Trustee), the fees of any agency that rates the Notes, and any fees payable in connection with the acceptance of the Notes for clearance and settlement through the facilities of The Depository Trust Company. If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 5 or ifSection 7(a)(i) hereof, in the opinion Company shall reimburse the Underwriters for all of its reasonable out-of-pocket expenses relating to the offer and sale of the Notes contemplated by this Agreement, including the reasonable fees and disbursements of counsel for the Underwriters incurred in connection therewith. (k) The Company represents and agrees that, without the prior consent of the Representatives on behalf of Underwriters, it has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations; each Underwriter represents and agrees that, without the prior consent of the Company, it has not made and will not make any offer relating to the Notes that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Company and the Underwriters is necessary listed on Schedule II hereto. (l) The Company has complied and will comply with the requirements of Rule 433 of the 1933 Act Regulations applicable to amend any Issuer Free Writing Prospectus, including timely filing with the Commission or supplement retention where required and legending. (m) If at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented will not contain would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madethen prevailing, not misleading when misleading, the Prospectus or Company will give prompt notice thereof to the Pricing Disclosure Package is delivered to a purchaserUnderwriters, or so that and, if requested by the Prospectus and the Pricing Disclosure Package, as amended or supplementedUnderwriters, will comply with law. (d) To make generally available to the Company’s security holders prepare and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel furnish without charge to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process an Issuer Free Writing Prospectus or other documents as may be necessary in order to effect document which will correct such registration conflict, statement or qualificationomission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During by the period beginning Representatives on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities behalf of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheldUnderwriters expressly for use therein. (h) It will use the proceeds from the sale of the Securities in the manner described in the Prospectus and the Pricing Disclosure Package under the caption “Use of Proceeds.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters as follows: (a) It The Company will advise you promptly andprepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if requested by any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Act, but the Company will not file any of you, confirm such advice in writing, of any stop order suspending the effectiveness of amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Underwriters, or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order preventing or suspending the use of the Preliminary Prospectus Supplementcommunication, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus whether by or of the institution SEC or threatening of any proceedings for that purpose authority administering any state securities or pursuant to Section 8A of Blue Sky law, as soon as the ActCompany is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible the lifting thereofits lifting, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior when the Prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the Rules and Regulations, the Company promptly will promptly notify the Underwriters prepare and forthwith prepare, file with the Commission SEC, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and furnish, at its own expense, (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf offering or sale of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawNotes. (d) To make generally available The Company will furnish to the Company’s security holders and to you as soon as practicable (but no event later than the last day Underwriters, without charge, copies of the fifteenth full calendar month following the end of the Company’s current fiscal quarterRegistration Statement (including all documents and exhibits thereto or incorporated by reference therein), an earnings statement covering the twelve-month period beginning after Prospectus, and all amendments and supplements to such documents relating to the date upon which Notes, in each case in such quantities as the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunderUnderwriters may reasonably request. (e) Whether No amendment or not the transactions contemplated hereby are consummated or this Agreement is terminated, it supplement will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of made to the Registration Statement, the Preliminary Statement or Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to which the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident shall not previously have been advised or to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)which it shall reasonably object after being so advised. (f) Prior to the sale of all Securities, it The Company will cooperate with the Underwriters and with its counsel to the Underwriters in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Securities Notes for offer offering and sale to by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request designate and continue such registration or qualification in effect so long as required and will file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationexemptions; provided, however, provided that in no event shall the Company shall not be required in connection therewith obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to general consent to service of process in suits, other than those arising out of the offering or taxation sale of the Notes, in any jurisdiction in which where it is not now so subject. (g) During The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Company. (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken. (i) So long as any of the Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from time to time. (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Representative terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise. (k) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (l) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (m) For a period from the date of this Agreement until the retirement of the Notes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Trustee or the Company. (n) On or before the Closing Date, the Company shall mark its accounting and other records, if any, relating to the Financed Eligible Loans and shall cause the Servicer, UNIPAC and InTuition to mark their respective computer records relating to the Financed Eligible Loans to show the absolute ownership by the Trustee, as eligible lender of, and the interest of the Company in, the Initial Financed Eligible Loans, and from and after each Closing Date the Company will take, or cause the Servicer, UNIPAC and InTuition to take, as the case may be, such actions with respect to the respective records of each with regard to any Additional Acquired Eligible Loans at the time of the acquisition thereof by the Trustee on behalf of the Company and the Company shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Financed Eligible Loans, other than as permitted by the Basic Documents. (o) For the period beginning on the date hereof of this Agreement and continuing to and including the Closing Dateending 90 days hereafter, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities after none of the Company and any entity affiliated, directly or any warrantsindirectly, rights or options to purchase or otherwise acquire debt securities of with the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business)will, without the prior written consent of notice to the RepresentativesUnderwriters, which consent offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; PROVIDED, HOWEVER, that this shall not be unreasonably withheldconstrued to prevent the sale of FFELP Loans by the Company. (hp) It will use If, at the proceeds from time the sale of the Securities Registration Statement became effective, any information shall have been omitted therefrom in the manner described in the Prospectus and the Pricing Disclosure Package reliance upon Rule 430A under the caption “Use 1933 Act, then, immediately following the execution of Proceedsthis Agreement, the Company will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the 1933 Act, copies of an amended Prospectus containing all information so omitted.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters: (a) It will advise To prepare the Prospectus in a form reasonably approved by you promptly andand to file such Prospectus pursuant to Rule 424(b) under the Act within the time period prescribed or, if requested applicable, such earlier time as may be required by any of you, confirm such advice in writing, of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening of any proceedings for that purpose or pursuant to Section 8A of Rule 430A under the Act, and will use its best efforts ; to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any make no amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating which shall be reasonably disapproved by you promptly after reasonable notice thereof; to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination advise you, promptly after it receives notice thereof, of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing amended Prospectus has been filed pursuant and to furnish you with copies thereof; to advise you, promptly after it receives notice thereof, if the Company is required to file a Rule 433 under 462(b) Registration Statement after the Acteffectiveness of this Agreement, and will when the Rule 462(b) Registration Statement has become effective; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities.; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish Promptly from time to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery time to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement take such actions as you may reasonably request. The request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you have requested and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Company will, pursuant shall not be required to reasonable procedures developed qualify as a foreign corporation or to take any action that would subject it to general service of process in good faith, retain copies of each Issuer Represented Free Writing Prospectus that any such jurisdiction where it is not filed with the Commission in accordance with Rule 433 under the Actpresently qualified or where it would be subject to taxation as a foreign corporation. (c) If, at any To furnish the Underwriters with copies of the Registration Statement and the Prospectus in such quantities as you may from time prior to the Closing Date or time reasonably request during such period after following the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package hereof as a prospectus is required by law to be delivered in connection with offers or sales of Securities by an Underwriter or dealerSecurities, and, if the delivery of a prospectus is required and if at such time any event shall occur or condition exist have occurred as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or ifor, in the opinion of counsel if for the Underwriters, any other reason it is shall be necessary during such period to amend or supplement the Prospectus or the Pricing Disclosure Package in order to comply with applicable lawthe Act, the Company will promptly notify the Underwriters to prepare and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments an appropriate amendment or supplements supplement to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package Prospectus, as so amended or supplemented supplemented, 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 madewhen it is so delivered, not misleading when the Prospectus or the Pricing Disclosure Package is delivered to a purchaserbe misleading, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with applicable law., and to notify you and upon your request furnish without charge to each Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of such amended Prospectus or supplement to the Prospectus; (d) To As soon as practicable, but not later than the Availability Date (as defined below), to make generally available to the Company’s its security holders and deliver to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement of the Company (which need not be audited) covering the twelve-month a period of at least 12 months beginning after the effective date upon of the Registration Statement which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies will satisfy the provisions of Section 11(a) of the Act and (for the rules and regulations purpose of this subsection 5(d) only, "Availability Date" means the 45th day after the end of the Commission thereunder. (e) Whether or not fourth fiscal quarter following the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) fiscal quarter that includes the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing effective date of the Registration Statement, except that, if such fourth fiscal quarter is the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any last quarter of the foregoingCompany's fiscal year, including all printing, processing, filing and distribution of "Availability Date" means the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of 90th day after the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws end of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of businessfourth fiscal quarter), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (h) It will use the proceeds from the sale of the Securities in the manner described in the Prospectus and the Pricing Disclosure Package under the caption “Use of Proceeds.”;

Agreements of the Company. The Company agrees with each of you thatthe Representatives: (a) It will advise you promptly andIf the Registration Statement has not been declared effective prior to the execution of this Agreement, if requested by to use its best efforts to cause the Registration Statement to become effective at the earliest possible time. (b) during the period referred to in paragraph (e) below which makes any statement of you, confirm such advice a material fact made in writing, the Registration Statement or the Prospectus or any supplemental prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus or any supplemental prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement Statement, the Company will make every reasonable effort to obtain the withdrawal or an lifting of such order preventing or suspending at the use earliest possible time. (c) To furnish to the Representatives, without charge, 5 signed copies of the Preliminary Prospectus SupplementRegistration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and to furnish to the Prospectus SupplementRepresentatives, each Underwriter designated by the Prospectus or any Issuer Represented Free Writing Prospectus or Representatives and each Selling Stockholder such number of conformed copies of the institution or threatening Registration Statement as so filed and of any proceedings for that purpose or pursuant each amendment to Section 8A of the Actit, and will use its best efforts to prevent the issuance of any such order and to obtain without exhibits, as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant Selling Stockholders may reasonably request. (d) Not to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for file any amendment of or supplement to the Registration Statement Statement, whether before or after the time when it becomes effective, or to make any amendment or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus preliminary or supplemental prospectus of which the receipt of any comments from Representatives shall not previously have been advised or to which the Commission relating Representatives shall reasonably object; and to prepare and file with the Registration Statement or Commission, promptly upon the Prospectus or any Issuer Represented Free Writing Prospectus or any other reasonable request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulationsRepresentatives, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus which may be necessary or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required advisable in connection with the offering or sale distribution of the SecuritiesShares by the Underwriters, and to use its best efforts to cause the same to become promptly effective. (be) To furnish to you, upon request and without charge, a signed copy of Promptly after the Registration Statement as originally filed becomes effective, and each amendment thereto (including exhibits and consents filed therewith) and from time to time thereafter for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the Securities, as in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Underwriters a prospectus is required by law to be delivered in connection with sales of Securities by an Underwriter or a dealer, to furnish to each Underwriter and dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request. (f) If during the period specified in paragraph (e) any event shall occur or condition exist as a result of which which, in the opinion of counsel for the Underwriters, it is becomes necessary to amend or supplement the Pricing Disclosure Package Prospectus (or the Prospectus in order to ensure that the Pricing Disclosure Package any amendment or the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact necessary supplement thereto) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading when the Pricing Disclosure Package Prospectus (or the Prospectus any such amendment or supplement thereto) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, if it is necessary to amend or supplement the Prospectus (or the Pricing Disclosure Package any amendment or supplement thereto) to comply with applicable any law, the Company will promptly notify the Underwriters forthwith to prepare and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments an appropriate amendment or supplements supplement to the Prospectus and/or the Pricing Disclosure Package (or any such amendment or supplement thereto) so that the statements in the Prospectus and the Pricing Disclosure Package (or any such amendment or supplement thereto), as so amended or supplemented supplemented, 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 madewhen it is so delivered, not misleading when the Prospectus or the Pricing Disclosure Package is delivered to a purchaserbe misleading, or so that the Prospectus and the Pricing Disclosure Package, as amended (or supplemented, any such amendment or supplement thereto) will comply with law, and to furnish to each Underwriter and to such dealers as the Representatives shall specify, such number of copies thereof as such Underwriter or dealers may reasonably request. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (fg) Prior to any public offering of the sale of all SecuritiesShares, it will to cooperate with the Underwriters Representatives and counsel to for the Underwriters in connection with the registration or qualification of the Securities Shares for offer and sale to by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters Representatives may request and request, to continue such registration or qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required to register or qualify the Shares in connection therewith any jurisdiction where such registration or qualification would require the Company to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to execute a general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheldsuch jurisdiction. (h) It will use To mail and make generally available to its stockholders as soon as reasonably practicable an earnings statement covering a period of at least twelve months after the proceeds effective date of the Registration Statement (but in no event commencing later than 90 days after such date) which shall satisfy the provisions of Section 11(a) 8 -8- of the Act, and to advise the Representatives in writing when such statement has been so made available. (i) During the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of its Common Stock a financial report of the Company and its subsidiaries on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of stockholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (j) During the period of five years after the date of this Agreement, to furnish to the Representatives as soon as available a copy of each report or other publicly available information of the Company mailed to the holders of Common Stock or filed with the Commission and such other publicly available information concerning the Company and its subsidiaries as the Representatives may reasonably request. (k) Supplemental Blue Sky Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection with the offering of the Shares (including in each case any disbursements of counsel for the Underwriters relating to such printing and delivery), (iv) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the several states (including in each case the fees and disbursements of counsel for the Underwriters relating to such registration or qualification and memoranda relating thereto), (v) filings and clearance with the NASD in connection with the offering of the Shares, (vi) the listing of the Shares on the New York Stock Exchange (the "NYSE"), (vii) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities Shares by the Underwriters or by dealers to whom Shares may be sold, (viii) the performance by the Sellers of their other obligations under this Agreement, and (ix) the paying of a fee of $5,000 to the QIU. (l) To use its best efforts to maintain the listing of the Common Stock on the NYSE for a period of five years after the effective date of the Registration Statement. (m) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date or any Option Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Shares. (n) letters, as such Underwriter may reasonably request and (iv) agree to indemnify such Underwriter and if applicable, contribute to any amount paid or payable by such Underwriter in the a manner described substantially identical to that specified in the Prospectus and the Pricing Disclosure Package under the caption “Use of ProceedsSection 8 hereof (with appropriate modifications).”

Agreements of the Company. The Company agrees with each of you the several Underwriters that: (a) It During the period beginning with the Initial Sale Time and ending on the later of the relevant Closing Date or such date as, in the opinion of counsel for the Underwriters, the Final Prospectus is no longer required by law to be delivered in connection with the initial offering or sale of the Securities (including in circumstances where such requirement may be satisfied pursuant to Rule 172) (the “Prospectus Delivery Period”), the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless, in each case, the Company has furnished the Representatives a copy for their review prior to such time, and the Company will not file any such proposed amendment or supplement to which the Representatives reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filings. (b) During the Prospectus Delivery Period, the Company will promptly advise you promptly andthe Representatives (i) when the Final Prospectus and any Issuer Free Writing Prospectus, if requested and any supplements or amendments thereto, have been filed with the Commission pursuant to Rules 424(b) and 433, respectively, (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement has been filed or becomes effective, (iii) of any request by the Commission for any amendment of youthe Registration Statement or supplement to the Final Prospectus or for any additional information, confirm such advice in writing, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening of any proceedings proceeding for that purpose or pursuant to Section 8A and (v) of the Act, and receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and and, if issued, to obtain as soon as possible the lifting withdrawal thereof, including, if issuednecessary, and will advise subject to the Representatives promptly first sentence of any examination pursuant to Section 8(eparagraph (a) of the Act or the Company becoming the subject of a proceeding pursuant to this Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request 4, by the Commission for any filing an amendment of or supplement to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. (c) The Company will prepare a final term sheet, containing solely a description of the Securities, as set forth in Schedule IV hereto, and will file such term sheet pursuant to Rule 433(d) within the time required by such Rule. (d) If, during the Prospectus Delivery Period, any event occurs as a result of which, in the opinion of counsel for the Underwriters or counsel for the Company, the Final Prospectus, the Disclosure Package or any Issuer Represented Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the receipt statements therein in the light of any comments from the Commission relating circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus Final Prospectus, the Disclosure Package or any Issuer Represented Free Writing Prospectus to comply with the Act or any other request by the Commission for additional information. Prior to Exchange Act or the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s respective rules and regulationsregulations thereunder, the Company promptly will not at any time (i) notify the Representatives of such event or, in circumstances where the Company’s obligations under this paragraph (d) arise from an opinion of counsel for the Underwriters, notify the Representatives of such event after the Company receives such opinion, (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment to the Registration Statement, a new registration statement or an amendment or supplement to the Disclosure Package or the Final Prospectus that will correct such statement or omission or effect such compliance, (iii) use its reasonable best efforts to have any amendment to the Registration Statement or supplement new registration statement declared effective as soon as practicable and (iv) supply any supplemented Final Prospectus to the Representatives in such quantities as may be reasonably requested. (e) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries (which need not be audited) covering a period of at least 12 months beginning after the date hereof and otherwise satisfying the provisions of Section 11(a) of the Act (including, at the option of the Company, Rule 158). (f) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and, during the Prospectus or Delivery Period, as many copies of any Preliminary Final Prospectus, the Final Prospectus and each Issuer Represented Free Writing Prospectus and supplement thereto as the Representatives may reasonably request. (g) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (provided that the Company will not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action which shall would subject it to general or unlimited service of process in any jurisdiction where it is not previously have been submitted now subject), will arrange for the determination of the legality of the Securities for purchase by institutional investors and will pay the fee of the Financial Industry Regulatory Authority in connection with its review of the offering. (h) The Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters for any expenses (including reasonable fees and disbursements of counsel) incurred by them in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives a reasonable time prior may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for printing and engraving fees, for fees charged by the Trustee, for the fees incurred by the Underwriters in road shows, for the fees incurred in connection with the listing of the Common Stock issuable upon conversion of the Securities on the New York Stock Exchange, for the filing fee of the Financial Industry Regulatory Authority relating to the proposed filing or use thereof or Securities and for expenses incurred in printing and distributing the Final Prospectus, any Preliminary Final Prospectuses and any supplements thereto to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunderUnderwriters. The Company will cause pay the Preliminary Prospectusfees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r). (i) During the Prospectus Delivery Period, the Prospectus Supplement and Company will not, without the prior written consent of the Representatives, prepare, use, authorize, approve or refer to any Issuer Represented Free Writing Prospectus where, as a result of such preparation, use, authorization, approval or reference, the Company would be required to be filed within file the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to with the Commission or retain the Issuer Free Writing Prospectus under Rule 433 under and the ActCompany will not file any Issuer Free Writing Prospectus with the Commission (other than the Issuer Free Writing Prospectuses identified in Schedule III hereto, and will file promptly all reports any electronic road show and any definitive proxy other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package). Any such Free Writing Prospectus consented to by the Representatives or information statements required the Company is hereinafter referred to be filed as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (j) Until the business date set forth on Schedule I hereto, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Company (other than the Securities and the Company’s equity units that are being offered concurrently with the Commission pursuant Securities). (k) The Company will not take, directly or indirectly, any action designed to Section 13(a)or that would constitute or that might reasonably be expected to cause or result in, 13(c), 14 or 15(d) of under the Exchange Act subsequent to the date or otherwise, stabilization or manipulation of the Preliminary Prospectus price of any security of the Company to facilitate the sale or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale resale of the Securities. (bl) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, will retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act433. (cm) If, at The Company will use its reasonable best efforts to effect the listing of the Common Stock issuable upon conversion of the Securities on the New York Stock Exchange. (n) The Company will use the net proceeds from the offering as set forth in the Disclosure Package and the Final Prospectus and will not use any time prior such proceeds to repurchase shares of Common Stock. (o) In addition to the Closing Date or restrictions set forth in Section 4(j) hereof, during such a period of 90 days after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchaser, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawhereof, the Company will promptly notify not, without the Underwriters prior written consent of X.X. Xxxxxx Securities Inc., Citigroup Global Markets Inc. and forthwith prepareXxxxxxx Lynch, file with the Commission and furnishPierce, at its own expenseXxxxxx & Xxxxx Incorporated, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with law. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) directly or indirectly, offer, pledge, announce the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements intention to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offersell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt share of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock or file any registration statement under the Act with respect to any of the Company foregoing or (ii) enter into any swap or any warrantsother agreement that transfers, rights in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any securities to be sold in the Company’s concurrent offering of equity units, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security in each such case outstanding on the date hereof and referred to in the Disclosure Package and the Final Prospectus or granted in accordance with clause (D) of this Section 4(o), (D) any shares of Common Stock issued, or options to purchase or otherwise acquire debt securities Common Stock granted, pursuant to existing employee benefit plans of the Company, and (E) any shares of Common Stock contributed by the Company substantially similar to its 401(k) plans in effect on the date hereof, provided that the aggregate value of any such contributions, determined based on the closing price of the Common Stock the trading day immediately preceding the date of any such contributions, shall be consistent with the Company’s prior contributions to such plans. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Securities Company occurs; or (other than (i2) prior to the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent expiration of the Representatives90-day restricted period, which consent the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed by this Section 4(o) shall not be unreasonably withheldcontinue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless X.X. Xxxxxx Securities Inc., Citigroup Global Markets Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters, waive such extension in writing. (hp) It The Company will use reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the proceeds from purpose of enabling the sale Company to satisfy any obligations to issue shares of its Common Stock upon conversion of the Securities in Securities. (q) Between the manner described in the Prospectus Execution Time and the Pricing Disclosure Package under Closing Date, the caption “Use Company will not do or authorize any act or thing that would result in an adjustment of Proceedsthe conversion rate of the Securities.”

Agreements of the Company. The Company agrees with each of you the several Underwriters that: (a) It During the period beginning with the Initial Sale Time and ending on the later of the relevant Closing Date or such date as, in the opinion of counsel for the Underwriters, the Final Prospectus is no longer required by law to be delivered in connection with the initial offering or sale of the Securities (including in circumstances where such requirement may be satisfied pursuant to Rule 172) (the “Prospectus Delivery Period”), the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless, in each case, the Company has furnished the Representatives a copy for their review prior to such time, and the Company will not file any such proposed amendment or supplement to which the Representatives reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filings. (b) During the Prospectus Delivery Period, the Company will promptly advise you promptly andthe Representatives (i) when the Final Prospectus and any Issuer Free Writing Prospectus, if requested and any supplements or amendments thereto, have been filed with the Commission pursuant to Rules 424(b) and 433, respectively, (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement has been filed or becomes effective, (iii) of any request by the Commission for any amendment of youthe Registration Statement or supplement to the Final Prospectus or for any additional information, confirm such advice in writing, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening of any proceedings proceeding for that purpose or pursuant to Section 8A and (v) of the Act, and receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and and, if issued, to obtain as soon as possible the lifting withdrawal thereof, including, if issuednecessary, and will advise subject to the Representatives promptly first sentence of any examination pursuant to Section 8(eparagraph (a) of the Act or the Company becoming the subject of a proceeding pursuant to this Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request 4, by the Commission for any filing an amendment of or supplement to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. (c) The Company will prepare a final term sheet, containing solely a description of the Securities, as set forth in Schedule IV hereto, and will file such term sheet pursuant to Rule 433(d) within the time required by such Rule. (d) If, during the Prospectus Delivery Period, any event occurs as a result of which, in the opinion of counsel for the Underwriters or counsel for the Company, the Final Prospectus, the Disclosure Package or any Issuer Represented Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the receipt statements therein in the light of any comments from the Commission relating circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus Final Prospectus, the Disclosure Package or any Issuer Represented Free Writing Prospectus to comply with the Act or any other request by the Commission for additional information. Prior to Exchange Act or the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s respective rules and regulationsregulations thereunder, the Company promptly will not at any time (i) notify the Representatives of such event or, in circumstances where the Company’s obligations under this paragraph (d) arise from an opinion of counsel for the Underwriters, notify the Representatives of such event after the Company receives such opinion, (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment to the Registration Statement, a new registration statement or an amendment or supplement to the Disclosure Package or the Final Prospectus that will correct such statement or omission or effect such compliance, (iii) use its reasonable best efforts to have any amendment to the Registration Statement or supplement new registration statement declared effective as soon as practicable and (iv) supply any supplemented Final Prospectus to the Representatives in such quantities as may be reasonably requested. (e) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries (which need not be audited) covering a period of at least 12 months beginning after the date hereof and otherwise satisfying the provisions of Section 11(a) of the Act (including, at the option of the Company, Rule 158). (f) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and, during the Prospectus or Delivery Period, as many copies of any Preliminary Final Prospectus, the Final Prospectus and each Issuer Represented Free Writing Prospectus and supplement thereto as the Representatives may reasonably request. (g) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (provided that the Company will not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action which shall would subject it to general or unlimited service of process in any jurisdiction where it is not previously have been submitted now subject), will arrange for the determination of the legality of the Securities for purchase by institutional investors and will pay the fee of the Financial Industry Regulatory Authority in connection with its review of the offering. (h) The Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters for any expenses (including reasonable fees and disbursements of counsel) incurred by them in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives a reasonable time prior may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for printing and engraving fees, for fees charged by the Trustee, the collateral agent, custodial agent and securities intermediary and the Stock Purchase Contract Agent, for the fees incurred by the Underwriters in road shows, for the filing fee of the Financial Industry Regulatory Authority relating to the proposed filing or use thereof or Securities and for expenses incurred in printing and distributing the Final Prospectus, any Preliminary Final Prospectuses and any supplements thereto to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunderUnderwriters. The Company will cause pay the Preliminary Prospectusfees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r). (i) During the Prospectus Delivery Period, the Prospectus Supplement and Company will not, without the prior written consent of the Representatives, prepare, use, authorize, approve or refer to any Issuer Represented Free Writing Prospectus where, as a result of such preparation, use, authorization, approval or reference, the Company would be required to be filed within file the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to with the Commission or retain the Issuer Free Writing Prospectus under Rule 433 under and the ActCompany will not file any Issuer Free Writing Prospectus with the Commission (other than the Issuer Free Writing Prospectuses identified in Schedule III hereto, and will file promptly all reports any electronic road show and any definitive proxy other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package). Any such Free Writing Prospectus consented to by the Representatives or information statements required the Company is hereinafter referred to be filed as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (j) Until the business date set forth on Schedule I hereto, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Company (other than the Notes and the Company’s 6.50% Convertible Senior Notes due 2012 that are being offered concurrently with the Commission pursuant Securities). (k) The Company will not take, directly or indirectly, any action designed to Section 13(a)or that would constitute or that might reasonably be expected to cause or result in, 13(c), 14 or 15(d) of under the Exchange Act subsequent to the date or otherwise, stabilization or manipulation of the Preliminary Prospectus price of any security of the Company to facilitate the sale or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale resale of the Securities. (bl) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, will retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act433. (cm) If, at any time prior The Company will file a listing application and all required supporting documents with respect to the Closing Date or Corporate Units and the Issuable Common Stock with the New York Stock Exchange and take further actions as are necessary to arrange for the listing of the Corporate Units and the Issuable Common Stock on the New York Stock Exchange as promptly as is reasonably practicable. (n) The Company will file a registration statement on Form 8-A with the Commission to register the Corporate Units under the Exchange Act as promptly as is practicable and shall use its best efforts to have such registration statement become effective as promptly as is reasonably practicable. (o) The Company will use the net proceeds from the offering as set forth in the Disclosure Package and the Final Prospectus and will not use any such proceeds to repurchase shares of Common Stock. (p) In addition to the restrictions set forth in Section 4(j) hereof, during such a period of 90 days after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchaser, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawhereof, the Company will promptly notify the Underwriters and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with law. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business)not, without the prior written consent of the Representatives, which consent (i) directly or indirectly, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock or file any registration statement under the Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement that transfers, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be unreasonably withheldsold hereunder, (B) any securities to be sold in the Company’s concurrent offering of convertible senior notes, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security in each such case outstanding on the date hereof and referred to in the Disclosure Package and the Final Prospectus or granted in accordance with clause (D) of this Section 4(p), (D) any shares of Common Stock issued, or options to purchase Common Stock granted, pursuant to existing employee benefit plans of the Company, and (E) any shares of Common Stock contributed by the Company to its 401(k) plans in effect on the date hereof, provided that the aggregate value of any such contributions, determined based on the closing price of the Common Stock the trading day immediately preceding the date of any such contributions, shall be consistent with the Company’s prior contributions to such plans. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed by this Section 4(p) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representatives, on behalf of the Underwriters, waive such extension in writing. (hq) It The Company will use reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the proceeds from purpose of enabling the sale Company to satisfy any obligations to issue shares of its Common Stock pursuant to the Stock Purchase Contracts. (r) On or prior to the date that is 30 days prior to the first day of the Securities Applicable Remarketing Period (as defined in the manner described in Purchase Contract and Pledge Agreement), the Prospectus Company shall have entered into, and shall use its commercially reasonable efforts to have the Pricing Disclosure Package under Stock Purchase Contract Agent enter into, the caption “Use of ProceedsRemarketing Agreement.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters as follows: (a) It The Company will advise you promptly andprepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if requested by any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Act, but the Company will not file any of you, confirm such advice in writing, of any stop order suspending the effectiveness of amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order preventing or suspending the use of the Preliminary Prospectus Supplementcommunication, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus whether by or of the institution SEC or threatening of any proceedings for that purpose authority administering any state securities or pursuant to Section 8A of Blue Sky law, as soon as the ActCompany is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible the lifting thereofits lifting, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior when the Prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the Rules and Regulations, the Company promptly will notify the Representative of such event and will promptly notify the Underwriters prepare and forthwith prepare, file with the Commission and furnishSEC, at its own expense, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. Neither the Representative's consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf offering or sale of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawNotes. (d) To make generally available The Company will furnish to the Company’s security holders and to you as soon as practicable (but no event later than the last day Underwriters, without charge, copies of the fifteenth full calendar month following the end of the Company’s current fiscal quarterRegistration Statement (including all documents and exhibits thereto or incorporated by reference therein), an earnings statement covering the twelve-month period beginning after Prospectus, and all amendments and supplements to such documents relating to the date upon which Notes, in each case in such quantities as the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunderUnderwriters may reasonably request. (e) Whether No amendment or not the transactions contemplated hereby are consummated or this Agreement is terminated, it supplement will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of made to the Registration Statement, the Preliminary Statement or Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to which the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident shall not previously have been advised or to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)which it shall reasonably object after being so advised. (f) Prior to the sale of all Securities, it The Company will cooperate with the Underwriters and with their counsel to the Underwriters in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Securities Notes for offer offering and sale to by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request designate and continue such registration or qualification in effect so long as required and will file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationexemptions; provided, however, provided that in no event shall the Company shall not be required in connection therewith obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to general consent to service of process in suits, other than those arising out of the offering or taxation sale of the Notes, in any jurisdiction in which where it is not now so subject. (g) During The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Company. (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken. (i) So long as any of the Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from time to time. (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Representative terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise. (k) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (l) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (m) For a period from the date of this Agreement until the retirement of the Notes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Trustee or the Company. (n) On or before the Closing Date, the Company shall xxxx its accounting and other records, if any, relating to the Financed Eligible Loans and shall cause the Servicer, UNIPAC and InTuition to xxxx their respective computer records relating to the Financed Eligible Loans to show the absolute ownership by the Trustee, as eligible lender of, and the interest of the Company in, the Initial Financed Eligible Loans, and from and after each Closing Date the Company will take, or cause the Servicer, UNIPAC and InTuition to take, as the case may be, such actions with respect to the respective records of each with regard to any Additional Acquired Eligible Loans at the time of the acquisition thereof by the Trustee on behalf of the Company and the Company shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Financed Eligible Loans, other than as permitted by the Basic Documents. (o) For the period beginning on the date hereof of this Agreement and continuing to and including the Closing Dateending 90 days hereafter, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities none of the Company and any entity affiliated, directly or any warrantsindirectly, rights or options to purchase or otherwise acquire debt securities of with the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business)will, without the prior written consent of notice to the RepresentativesUnderwriters, which consent offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; provided, however, that this shall not be unreasonably withheldconstrued to prevent the sale of FFELP Loans by the Company. (hp) It If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the 1933 Act, then, immediately following the execution of this Agreement, the Company will use prepare, and file or transmit for filing with the proceeds from Commission in accordance with such Rule 430A and Rule 424(b) under the sale 1933 Act, copies of an amended Prospectus containing all information so omitted. (q) As soon as practicable, but not later than 16 months after the date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Securities in Registration Statement, (ii) the manner described in effective date of the Prospectus most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the Pricing Disclosure Package under date of the caption “Use Company's most recent Annual Report or Form 10-K filed with the Commission prior to the date of Proceedsthis Agreement, which will satisfy the provisions of Section 11(a) of the Act.”

Agreements of the Company. The Company covenants and agrees with each of you the Underwriters that: (a) It The Company will prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the name of the Underwriters and the number of Shares which the Underwriters have agreed to purchase, the price at which the Shares are to be purchased by the Underwriters from the Company and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Shares and file the Prospectus Supplement in a form approved by the Underwriters pursuant to Rule 424(b) under the Act no later than the Commission's close of business on the second business day following the date of the determination of the offering price of the Shares. Prior to the Closing Date, the Company will not file any amendment or supplement to the Registration Statement or the Prospectus, (i) which shall not have been previously submitted to, and approved by, the Underwriters or counsel for the Underwriters a reasonable time prior to the filing thereof, such approval not to be unreasonably withheld or delayed (ii) to which the Underwriters or counsel for the Underwriters shall have reasonably objected in writing as not being in compliance with the Act or the Rules and Regulations, or (iii) which is not in compliance with the Act or the Rules and Regulations. (b) The Company will notify the Underwriters promptly after it shall have received notice of the time when any post-effective amendment to the Registration Statement has become effective or any supplement to the Prospectus has been filed, and of the receipt of any comments of the Commission with respect thereto. (c) The Company will advise you the Underwriters promptly andof any request of the Commission for an amendment or supplement to the Registration Statement or the Prospectus, if requested or for any additional information, or of the issuance by any of you, confirm such advice in writing, the Commission of any stop order suspending the effectiveness of the Registration Statement Statement, or an order of any judgment, order, injunction or decree preventing or suspending the use of the Preliminary Prospectus Supplementany Prospectus, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening of any proceedings for that purpose or pursuant to Section 8A any of the Actsuch purposes, of which it has knowledge, and will use its best efforts to prevent the issuance of any such order and stop order, and, if issued, to obtain as soon promptly as possible the lifting thereof, if issued, and will advise the Representatives promptly of . (d) If at any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of time when a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which Shares is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus required to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 delivered under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) event shall have occurred as a result of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the Securitieswhich, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus Prospectus, as then amended or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealersupplemented, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does not contain includes an untrue statement of a material fact or omit omits to state a any 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 when misleading, or if it is necessary at any time to amend or supplement the Pricing Disclosure Package Registration Statement or the Prospectus to comply with the Act, the Company will notify the Underwriters promptly and prepare and file with the Commission an appropriate amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to counsel for the Underwriters, and the Company will furnish to the Underwriters copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may reasonably request. (e) Within the time during which the Prospectus is required to be delivered to a purchaserunder the Act, or ifpursuant to the undertakings of the Company in the Registration Statement, the Company will comply, at its own expense, with all requirements imposed upon it by the Act, the Rules and Regulations, the Exchange Act or the Rules and Regulations of the Commission promulgated under the Exchange Act, each as now or hereafter amended or supplemented, and by any order of the Commission so far as necessary to permit the continuance of sales of, or dealings in, the Shares. (f) The Company will furnish to the Underwriters, without charge, a signed copy of the Registration Statement and of any amendment or supplement thereto which has been filed prior to the date of this Agreement, together with two (2) copies of each exhibit filed therewith and of each of the Incorporated Documents, and five (5) conformed copies of such Registration Statement and as many amendments thereto (unsigned and exclusive of exhibits) as the Underwriters may reasonably request. The signed copies of the Registration Statement so furnished to the Underwriters will include signed copies of any and all consents and reports of the independent public auditors as to the financial statements included in the Registration Statement and Prospectus, and signed copies of any and all consents and certificates of any other person whose profession gives authority to statements made by them and who are named in the Registration Statement or Prospectus as having prepared, certified or reviewed any parts thereof. (g) The Company will deliver to the Underwriters, without charge, copies of the Prospectus and, as soon as they are available, and from time to time thereafter, copies of each amended or supplemented Prospectus, and the number of copies to be delivered in each such case will be such as the Underwriters may reasonably request. The Company authorizes the Underwriters and dealers to use the Prospectus in connection with the sale of the Shares, for such period as, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement delivery of the Prospectus or the Pricing Disclosure Package is required to comply with the applicable law, the Company will promptly notify the Underwriters and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with law. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules Rules and regulations of the Commission thereunderRegulations. (eh) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the The Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters Underwriters' Counsel in connection with the registration or qualification of the Securities Shares for offer and sale to the Underwriters under the blue sky or securities or Blue Sky laws of such states or other jurisdictions in the United States as the Underwriters or counsel for the Underwriters may request and continue designate (provided that such registration states or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that jurisdictions do not require the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to file a general consent to service of process process) and to continue such qualifications in effect so long as may be required for the purposes of the distribution of the Shares, all at the Company's expense. In each state or taxation jurisdiction where the Company shall qualify the Shares as above provided, the Company will prepare and file such statements or reports as may be required by the laws of such state or jurisdiction, and the Underwriters shall, upon the written request of the Company, supply the Company with all information known to the Underwriters and required to be included in any jurisdiction in which it is not now so subjectsuch statements or reports. (gi) During the period beginning on of two years from the date hereof of this Agreement, the Company, at its expense, shall furnish the Underwriters with a copy of each report mailed to stockholders of the Company, concurrently with such mailing, and continuing a copy of each report or document, including, without limitation, reports on Form 8-K, 10-K (or 10-KSB), 10-Q or 10-QSB and exhibits thereto, filed or furnished by the Company pursuant to and including the Exchange Act to the Commission, any securities exchange or the NASD promptly following the date on which each such report or document is so filed or furnished. (j) For a period of five (5) years from the Closing Date, it will the Company shall promptly submit to the Underwriters copies of all accountants' management reports and similar correspondence between the Company and its independent public accountants. (k) For a period of five (5) years from the Closing Date, as and to the extent required under the applicable Rules and Regulations of the Commission under the Exchange Act, the Company, at its expense, shall cause its then independent certified public accountants, to review (but not offeraudit) the Company's financial statements for each of the first three fiscal quarters prior to the announcement of quarterly financial information, sellthe filing of the Company's 10-Q (or 10-QSB) quarterly report (or other equivalent report) and the mailing of quarterly financial information to stockholders. (l) As soon as practicable, contract to sell or otherwise transfer or dispose but in any event not later than 45 days after the end of any debt securities the 12-month period beginning on the day after the end of the fiscal quarter of the Company or any warrantsduring which the effective date of the Registration Statement occurs (90 days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), rights or options the Company will make generally available to purchase or otherwise acquire debt securities its security holders in accordance with Section 11 (a) of the Act an earnings statement of the Company substantially similar meeting the requirements of Rule 158(a) under the Act covering a period of at least 12 months beginning after the Effective Date, and advise the Underwriters that such statement has been so made available. (m) The Company will apply the net proceeds ("Proceeds") it realizes from the sale of the Shares in the manner set forth under the caption "Use of Proceeds" in the Prospectus Supplement to be filed with the Commission. Except as set forth in such Prospectus Supplement, no portion of the net proceeds from the sale of the Shares will be used to repay any indebtedness. (n) The Company, on the Closing Date, will sell to Starr Securities and GunnAllen the Underwriters' Warrants (to be divided in such amounts as determined by Starr Securities) according to the Securities terms specified in Section 2 (d) hereof. The Company has reserved and shall continue to reserve a sufficient number of shares of Common Stock for issuance upon exercise of the Underwriters' Warrants. (o) For a period of two (2) years from the Closing Date, the Company agrees that it will maintain insurance in full force and effect of the types and in the amounts which are customary for similarly situated companies, including but not limited to, personal injury and product liability insurance and insurance covering all personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against. (p) During the course of the distribution of the Shares, the Company will not take, directly or indirectly, any action designed to or which might, in the future, reasonably be expected to cause or result in stabilization or manipulation of the price of the Shares. (q) The Company will use its best efforts, at its cost and expense, to take all necessary and appropriate action to maintain the listing of the Shares on the AMEX or on the NASDAQ automated quotation system and maintain such listing for as long as the Shares are qualified. (r) On the Closing Date, all transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Shares will have been fully paid by the Company and all laws imposing such taxes will have been fully complied with. (s) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus and prior to the Closing Date, except as disclosed in or contemplated by the Registration Statement and Prospectus, (i) the Securities and (ii) commercial paper issued Company will not have incurred any liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business; (ii) there shall not have been any change in the capital stock, funded debt (other than regular repayments of principal and interest on existing indebtedness) or other securities of the Company, any adverse change in the condition (financial or other), without business, operations, prospects, income, net worth or properties, including any loss or damage to the prior written consent properties of the RepresentativesCompany (whether or not such loss is insured against), which consent could adversely affect the condition (financial or other), business, operations, prospects, income, net worth or properties of the Company and the Subsidiaries, taken as a whole; and (iii) the Company shall not be unreasonably withheldhave paid or declared any dividend or other distribution on its Common Stock or its other securities or redeemed or repurchased any of its Common Stock or other securities. (ht) It The Company maintains and will use continue to maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (u) For a period of three (3) years from the Closing Date, management of the Company shall provide the Board of Directors, on an annual basis, with an internal budget for the next fiscal year, which budget must be approved by the Board of Directors. (v) Except as set forth under the caption "Use of Proceeds" in the Prospectus (including any supplement thereto) or otherwise consented to by the Underwriters, no proceeds from the sale of the Securities Shares will be used to pay outstanding loans from officers, directors or shareholders or to pay any accrued salaries or bonuses to any current or former employees or consultants or any affiliates thereof or to pay off any other outstanding debt other than current trade payables which arose in the manner described in ordinary course of business. (w) The Company agrees that for so long as the Prospectus and the Pricing Disclosure Package Common Stock is registered under the caption “Use Exchange Act, the Company will hold an annual meeting of Proceedsstockholders for the election of directors and will provide the Company's stockholders with the audited financial statements of the Company as of the end of the fiscal year just completed prior thereto. Such financial statements shall be those required by applicable rules under the Exchange Act and shall be included in an annual report pursuant to the requirements thereof.”

Agreements of the Company. The Company agrees with each of you that:as follows: ------------------------- (a) It In respect of the offering of Shares, the Company will prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the names of the Underwriters participating in the offering and the number of Shares which each severally has agreed to purchase, the names of the Underwriters acting as co-managers in connection with the offering, the price at which the Shares are to be purchased by the Underwriters from the Company, the initial public offering price, the selling concession and reallowance, if any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Shares. The Company will furnish to the Underwriters named in the Prospectus and to such dealers as you shall specify as many copies of the Prospectus as the Underwriters shall reasonably request for the purposes contemplated by the Act or the Exchange Act. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Company will advise you promptly and, if requested by any of you, confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement (ii) the transmittal to the Commission for filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the Registration Statement, any preliminary prospectus, the Prospectus or any of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or suspension of qualification of the institution or threatening of any proceedings Shares for that purpose or pursuant to Section 8A of the Act, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to youin any jurisdiction, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package is required by law to be delivered in connection with sales initiation of Securities by an Underwriter or dealerany proceeding for such purposes, and (vi) the happening of any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading when the Pricing Disclosure Package or the Prospectus is delivered to a purchaser, not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order and if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or iflifting of such order at the earliest possible time. (c) The Company will furnish to you without charge, one signed copy of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it as you may reasonably request. (d) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, not to file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus or any Term Sheet, if applicable, of which you shall not previously have been advised or to which you or counsel for the Underwriters shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or amendment or supplement to the Prospectus which, in the opinion of counsel for the Underwriters, may be necessary in connection with the distribution of the Shares by you, and to use its best efforts to cause the same to become promptly effective. (e) If, at any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, any event shall occur as a result of which, in the opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable any law, the Company will promptly notify the Underwriters forthwith prepare and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments an appropriate amendment or supplements supplement to the Prospectus and/or (in form and substance reasonably satisfactory to counsel for the Pricing Disclosure Package Underwriters) so that the statements in the Prospectus and the Pricing Disclosure Package Prospectus, as so amended or supplemented supplemented, 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 madeexisting when it is so delivered, not misleading when the Prospectus or the Pricing Disclosure Package is delivered to a purchasermisleading, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with any law, and to furnish to each Underwriter and to such dealers as you shall specify, such number of copies thereof as such Underwriter or dealers may reasonably request. (df) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter)The Company will use its best efforts, an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection cooperation with the registration and delivery of Underwriters, to qualify or register the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities Shares for offer and sale by the several Underwriters under the applicable state securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky real estate syndication laws of such jurisdictions as you may reasonably request; provided, however, the Company will not be required to qualify as a ----------------- foreign corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the United States Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. In each jurisdiction in which the Shares have been so qualified or registered, the Company will use all reasonable efforts to file such statements and reports as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Underwriters may reasonably request for the distribution of the Shares and continue such registration or qualification in effect so long as required and to file such consents to service of process or other documents as may be necessary in order to effect such registration qualification or qualificationregistration; provided, however, that the ----------------- Company shall will not be required in connection therewith to qualify as a foreign corporation corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. (g) To make generally available to the Company's stockholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 of the Act) covering a period of at least twelve months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (h) During the period beginning of five years after the date of this Agreement, the Company will furnish to you as soon as available a copy of each regular and periodic report or other publicly available information of the Company and any of its subsidiaries mailed to the holders of the Shares or filed with the Commission or any securities exchange. (i) During the period when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of the Shares, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (j) The Company will pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, filing and distribution under the Act of the Registration Statement and any amendment thereto (including financial statements and exhibits), each preliminary prospectus, the Prospectus and all amendments and supplements to any of them prior to or during the period specified in paragraph (b), (ii) the printing and delivery of this Agreement and the Blue Sky Memorandum (including the reasonable disbursements of counsel for the Underwriters relating to the printing and delivery of the Blue Sky Memorandum), (iii) the fee of and the filings and clearance, if any, with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the Offering, (iv) the fee of and the listing of the Shares on the date hereof New York Stock Exchange, Inc. ("NYSE"), (v) furnishing such copies of the Registration Statement, the Prospectus and continuing all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by the Underwriters or by dealers to whom Shares may be sold, (vi) the preparation, issuance and including delivery of certificates for the Shares to the Underwriters, (vii) the costs and charges of any transfer agent or registrar, (viii) any transfer taxes imposed on the sale by the Company of the Shares to the Underwriters and (ix) the fees and disbursements of the Company's counsel and accountants. (k) The Company will use its best efforts to maintain the listing of the Shares on the NYSE for a period of three years after the Closing Date and thereafter unless the Company's Board of Directors determines that it is no longer in the best interests of the Company for the Shares to continue to be so listed. (l) The Company will use its best efforts to do and perform all things required to be done and performed under this Agreement by the Company prior to the Closing Date or any Option Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Shares. (m) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus Supplement under "Use of Proceeds. (n) The Company will prepare and file or transmit for filing with the Commission in accordance with Rule 424(b) of the Act copies of the Prospectus. (o) The Company will use its best efforts to continue to qualify as a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), for a period of two years after the date of this Agreement unless the Company's Board of Directors determines that it is no longer in the best interests of the Company to be so qualified. (p) The Company hereby agrees not offerto, directly or indirectly, register the sale of, offer to sell, sell, contract to sell or otherwise transfer or dispose of sell, grant any debt securities of the Company or any warrants, rights or options option to purchase or otherwise acquire debt securities dispose of any Shares of common stock, par value $.01 per share, of the Company substantially similar ("Common Shares") or any securities convertible into or exercisable or exchangeable for such Common Shares or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Common Shares, except to the Securities (other than (i) Underwriters pursuant to this Agreement, for a period of 90 days after the Securities and (ii) commercial paper issued in date of the ordinary course of business), Prospectus Supplement without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. Notwithstanding the Representativesforegoing, which consent shall not be unreasonably withheld. during such period the Company may (hi) It will use the proceeds from the sale grant shares of common stock and stock options pursuant to any employee benefit or incentive plan or management or director stock purchase plan of the Securities in Company and (ii) issue Common Shares upon the manner described in the Prospectus and the Pricing Disclosure Package under the caption “Use exercise of Proceedssuch options.”

Agreements of the Company. The Company agrees with each of you thatas follows: (a) It In respect of the offering of Shares, the Company will (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the name of the Underwriter and the number of Shares which the Underwriter has agreed to purchase, the price at which the Shares are to be purchased by the Underwriter from the Company, the initial offering price, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Shares, and (ii) file the Prospectus in a form approved by you pursuant to Rule 424(b) under the Act no later than the Commission's close of business on the second business day following the date of the determination of the offering price of the Shares. The Company will furnish to the Underwriter and to such dealers as you shall specify as many copies of the Prospectus as the Underwriter shall reasonably request for the purposes contemplated by the Act or the Exchange Act. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Company will advise you promptly and, if requested by any of you, confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the Registration Statement, any preliminary prospectus, the Prospectus or any of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or suspension of qualification of the institution or threatening of any proceedings Shares for that purpose or pursuant to Section 8A of the Act, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to youin any jurisdiction, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package is required by law to be delivered in connection with sales initiation of Securities by an Underwriter or dealerany proceeding for such purposes, and (vi) the happening of any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading when the Pricing Disclosure Package or the Prospectus is delivered to a purchaser, not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order, and if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or iflifting of such order at the earliest possible time. (c) The Company will furnish to you without charge, such number of conformed copies of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, as you may reasonably request. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T. (d) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Company will not file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or make any amendment or supplement to the Prospectus or any Term Sheet, if applicable, of which you shall not previously have been advised or to which you or your counsel shall reasonably object; and the Company will prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or amendment or supplement to the Prospectus which, in the opinion of your counsel, may be necessary in connection with the distribution of the Shares by you, and will use its best efforts to cause the same to become promptly effective. If applicable, the Prospectus and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T. (e) If, at any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, any event shall occur as a result of which, in the opinion of counsel for the UnderwritersUnderwriter, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable any law, the Company will promptly notify the Underwriters forthwith prepare and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments an appropriate amendment or supplements supplement to the Prospectus and/or (in form and substance reasonably satisfactory to counsel for the Pricing Disclosure Package Underwriter) so that the statements in the Prospectus and the Pricing Disclosure Package Prospectus, as so amended or supplemented supplemented, 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 madeexisting when it is so delivered, not misleading when the Prospectus or the Pricing Disclosure Package is delivered to a purchasermisleading, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with any law, and to furnish to the Underwriter and to such dealers as you shall specify, such number of copies thereof as the Underwriter or dealers may reasonably request. (df) The Company will use its best efforts, in cooperation with the Underwriter, to qualify, register or perfect exemptions for the Shares for offer and sale by the Underwriter under the applicable state securities or Blue Sky laws and real estate syndication laws of such jurisdictions as you may reasonably request; provided, however, the Company will not be required to qualify as a foreign corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. In each jurisdiction in which the Shares have been so qualified or registered, the Company will use all reasonable efforts to file such statements, reports and other documents as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Underwriter may reasonably request for the distribution of the Shares. (g) To make generally available to the Company’s security holders and to you 's stockholders as soon as reasonably practicable (but no event not later than sixty (60) days after the last day close of the fifteenth full calendar month following period covered thereby (ninety (90) days in the end event the close of such period is the close of the Company’s current 's fiscal quarteryear), an earnings statement (in form complying with the provisions of Rule 158 of the Act) covering the twelve-month a period beginning of at least twelve months after the effective date upon of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies shall satisfy the provisions of Section 11(a) of the Act and the rules and regulations Act, and, if required by Rule 158 of the Commission thereunderAct, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (eh) Whether During the period of five years after the date of this Agreement, to furnish to you as soon as available a copy of each regular and periodic report, financial statement or not other publicly available information of the transactions contemplated hereby are consummated Company and any of its subsidiaries mailed to the holders of the Shares or this Agreement filed with the Commission or any securities exchange, and any such publicly available information concerning the Company or any of its subsidiaries as you may reasonably request. (i) During the period when the Prospectus is terminatedrequired to be delivered under the Act or the Exchange Act in connection with sales of the Shares, to file all documents required to be filed by it will with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (j) To pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: to (i) the feespreparation, printing, filing and distribution under the Act of the Registration Statement and any amendment thereto (including financial statements and exhibits), each preliminary prospectus, the Prospectus and all amendments and supplements to any of them prior to or during the period specified in Section 5(b), (ii) the printing and delivery of this Agreement and the Blue Sky Memorandum (including the reasonable disbursements and expenses of counsel for the Company Underwriter relating to the printing and delivery of the Blue Sky Memorandum), (iii) the qualification of registration of the Shares for offer and sale under the securities, Blue Sky laws or real estate syndication laws of the several states in accordance with Section 5(f) hereof, (iv) the fee of and the Company’s accountants filings and clearance, if any, with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the registration Offering, (v) the fee of and delivery the listing of the Securities under Shares on the Act and all other fees or expenses in connection with the preparation and filing New York Stock Exchange, Inc. ("NYSE"), (vi) furnishing such copies of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or and supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred use in connection with any filing with and clearance the offering or sale of the offering Shares by the Financial Industry Regulatory AuthorityUnderwriter, Inc. and (vii) the performance preparation, issuance and delivery of certificates for the Shares to the Underwriter, (viii) the costs and charges of any transfer agent or registrar, (ix) any transfer taxes imposed on the sale by the Company of its other obligations under this Agreement, including the Shares to the Underwriter and (without limitationx) the fees and disbursements of the Trustee, Company's counsel and accountants. (k) The Company will use its best efforts to maintain the cost listing of the Shares on the NYSE for a period of three years after the Closing Date and thereafter unless the Company's Board of Directors determines that it is no longer in the best interests of the Company for the Shares to continue to be so listed. (l) The Company will use its personnel best efforts to do and other internal costs, perform all things required to be done and performed under this Agreement by the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident Company prior to the sale Closing Date and to satisfy all conditions precedent to the delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)Shares. (fm) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the The Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (h) It will use the net proceeds received by it from the sale of the Securities Shares in the manner described specified in the Prospectus and the Pricing Disclosure Package Supplement under the caption “"Use of Proceeds.”" (n) The Company will prepare and file or transmit for filing with the Commission in accordance with Rule 424(b) of the Act copies of the Prospectus. (o) The Company will use its best efforts to ensure that the Company continues to qualify as a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), for a period of three years after the date of this Agreement unless the Company's Board of Directors determines that it is no longer in the best interest of the Company to be so qualified. (p) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any Shares in violation of the Act.

Agreements of the Company. The Company agrees with each of you that: (a) It will advise you promptly and, if requested by any of you, confirm such advice in writing, of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening of any proceedings for that purpose or pursuant to Section 8A of the Act, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does do 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchaser, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with law. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the RepresentativesUnderwriters, which consent shall not be unreasonably withheld. (h) It will use the proceeds from the sale of the Securities in the manner described in the Prospectus and the Pricing Disclosure Package under the caption “Use of Proceeds.”

Agreements of the Company. The Company agrees with each of you the several Purchasers that: (a) It The Company will advise you promptly and, if requested by any of you, confirm such advice in writing, of any stop order suspending the effectiveness of proposal to amend or supplement the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus SupplementStatement, the Prospectus Supplementany Pre-Pricing Prospectus, the Prospectus or any Issuer Represented Permitted Free Writing Prospectus or of the institution or threatening of with respect to any proceedings for that purpose or pursuant to Section 8A of the ActPurchased Common Stock, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of furnish you a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time copy thereof prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the SecuritiesCommission. (b) To The Company will furnish to you, upon request and without charge, a signed copy you copies of the Registration Statement registration statement relating to the Common Stock as originally filed and each amendment all amendments thereto (including at least one of which will be signed and will include all exhibits except those incorporated by reference to previous filings with the Commission), each related Pre-Pricing Prospectus, Permitted Free Writing Prospectus, Prospectus, and all amendments and supplements to such documents (except amendments to exhibits and consents filed therewith) supplements relating to securities that are not Purchased Common Stock), in each case as soon as available and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement such quantities as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with request for the Commission in accordance with Rule 433 under purposes contemplated by the Act. (c) If, If at any time prior to the Closing Date or during such period after the first date filing of the public offering of Prospectus, with respect to each Pre-Pricing Prospectus or, thereafter, with respect to the SecuritiesProspectus, in when a prospectus relating to the opinion of counsel for Purchased Common Stock is required to be conveyed under the Underwriters, the Prospectus Act or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerRules and Regulations, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the such Pre-Pricing Disclosure Package Prospectus or the Prospectus in order to ensure that the Pricing Disclosure Package Prospectus, as applicable, as then amended or the Prospectus does not contain an supplemented would include any untrue statement of a material fact 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the such Pre-Pricing Prospectus or the Pricing Disclosure Package Prospectus, as applicable, to comply with applicable lawthe Act or the Rules and Regulations, the Company will promptly notify the Underwriters Purchasers and forthwith prepare, promptly prepare and file with the Commission and furnish, at its own expense, an amendment or supplement to the Underwriters and Registration Statement or any appropriate filing pursuant to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf Section 13 or 14 of the Underwriters Exchange Act which will correct such statement or omission or an amendment which will effect such compliance, and to any other dealers upon requestconvey in connection therewith, either such Pre-Pricing Prospectus or Prospectus or amendments or supplements to the Prospectus and/or Purchasers in such quantity as may be necessary to permit compliance with the Pricing Disclosure Package so requirements of the Act and the Rules and Regulations; provided that the statements in Company shall be so obligated only so long as the Prospectus Company is notified of unsold allotments (failure by the Purchasers to so notify the Company cancels the Company’s obligation under this Section 4(c)); and the provided further that any such Pre-Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or Prospectus or amendment or supplement required later than nine months from the Pricing Disclosure Package is delivered to a purchaser, or so that date hereof shall be furnished at the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawPurchasers’ sole expense. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it The Company will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection cooperate with the registration and delivery of the Securities under the Act and all other fees or expenses Purchasers in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including taking such copies action as may be reasonably requested by you, (ii) all costs and expenses related necessary to any transfer and delivery of qualify the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities Purchased Common Stock for offer offering and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses state or jurisdiction of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters Purchasers may reasonably request and will use its best efforts to continue such registration or qualification in effect so long as required and file such consents to service for the distribution of process or other documents as may be necessary in order to effect such registration or qualificationthe Purchased Common Stock; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified corporation, or to take any action that would subject it to file a general consent to service of process or taxation process, in any such state or jurisdiction or to comply with any other requirement deemed by the Company to be unduly burdensome. (e) The Company will make generally available to its security holders as soon as practicable an earning statement (as contemplated by Rule 158 under the Act) covering a period of twelve months after the effective date of the Registration Statement. (f) For a period of one year, the Company will furnish to you copies of any report or definitive proxy statement which the Company shall file with the Commission under the Exchange Act, and copies of all reports and communications which shall be sent to stockholders generally, at or about the time such reports and other information are first furnished to stockholders generally. For purposes of this clause (f), any information filed by the Company on the Commission’s EXXXX system will be deemed furnished to you in which it is not now so subjectsatisfaction of this clause (f). (g) During The Company will apply the net proceeds from the offering of the Purchased Common Stock as set forth under the caption “Use of proceeds” in the Prospectus Supplement. (h) If a public offering of the Purchased Common Stock is to be made, the Company will (1) for a period beginning of [ ] days from the date of the Prospectus (the “Lock-Up Period”), not, directly or indirectly (a) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could reasonably be expected to, result in the disposition by any person at any time in the future of), or file with the Commission a registration statement under the Act relating to, any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Purchased Common Stock and shares issued pursuant to employee benefit plans, dividend reinvestment plans, employee stock purchase plans, stock option plans or other employee or director compensation plans existing on the date hereof and continuing or pursuant to and including currently outstanding options, warrants or rights disclosed as outstanding in the Closing DateRegistration Statement or Prospectus), it will not offer, sell, contract to or sell or otherwise transfer or dispose of any debt securities of the Company or any warrantsgrant options, rights or options warrants with respect to purchase any shares of Common Stock or otherwise acquire debt securities of the Company substantially similar to the Securities convertible into or exchangeable for Common Stock (other than (i) the Securities and (ii) commercial paper issued grant of options in the ordinary course of businessbusiness consistent with the Company’s past practices pursuant to option plans existing on the date hereof), (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or (c) publicly announce an intention to effect any transaction specified in clause (a) or (b) above, in each case without the prior written consent of [ ] on behalf of the RepresentativesPurchasers, which consent provided however, that the filing of registration statements on Form S-8 and amendments thereto in connection with the Company's employee benefit plans in existence on the date of this Agreement shall not be unreasonably withheldconsidered a disposition under clause (a) above; and (2) cause each of the executive officers and directors of the Company listed on Schedule I hereto to furnish to the Purchasers, prior to the Closing Date, a letter or letters, substantially in the form of Exhibit A hereto; provided further, however, that if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Section 4(h) shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless [ ] waives, in writing, such extension. (hi) It The Company will use the proceeds from the sale advise you, promptly after it receives notice thereof, of the Securities issuance by the Commission of any stop order or of any order preventing or suspending the use of any Base Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement, of the suspension of the qualification of the Purchased Common Stock for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose; and, in the manner described in event of the issuance of any stop order or of any order preventing or suspending the use of any Base Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement, or suspending any such qualification, promptly to use its reasonable best efforts to obtain the prompt withdrawal of such order. (j) The Company represents that it has not made, and agrees that, unless it obtains the Pricing Disclosure Package prior written consent of [ ] on behalf of the Purchasers, it will not make, any offer relating to the Purchased Common Stock that would constitute an “issuer free writing prospectus” (as defined in Rule 433 of the Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the caption “Use Act; provided that the prior written consent of Proceeds[ ] on behalf of the Purchasers shall be deemed to have been given in respect of the Permitted Free Writing Prospectuses. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an issuer free writing prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters: (a) It will advise you promptly and, if requested by any of you, confirm such advice in writing, of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, To prepare the Prospectus Supplement, in a form reasonably approved by you and to file the Prospectus or pursuant to Rule 424(b) under the Securities Act within the time period prescribed; to file any Issuer Represented Free Writing Prospectus or (including the term sheet substantially in the form of Schedule III hereto) to the institution or threatening of any proceedings for that purpose or pursuant extent required by Rule 433 under the Securities Act within the time period prescribed; to Section 8A of the Act, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any make no amendment of or supplement to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating which shall be reasonably objected to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior you promptly after reasonable notice thereof; to the termination advise you, promptly after it receives notice thereof, of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus amended prospectus has been filed pursuant and to Rule 433 under the Act, and will furnish you with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the SecuritiesNotes; to furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the second business day succeeding the date of this Agreement in such quantities as the Representative may reasonably request; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose or pursuant to Section 8A of the Securities Act, or of any request by the Commission for the amendment or supplement of the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order. (b) To furnish to you, upon request and without charge, the Underwriters a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented proposed Free Writing Prospectus that is to be prepared by or on behalf of, used by, or referred to by the Company and not filed with the Commission in accordance with Rule 433 under the Actto use or refer to any proposed Free Writing Prospectus to which you reasonably object. (c) Unless otherwise consented to by you in writing, not to take any action that would result in the Underwriters or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a Free Writing Prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (d) If the Disclosure Package is being used to solicit offers to buy the Notes at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if, in the reasonable opinion of counsel, it is necessary to amend or supplement the Disclosure Package to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request (whose name and address is supplied to the Company), either amendments or supplements to the Disclosure Package so that the statements in the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Disclosure Package, as amended or supplemented, will comply with applicable law. (e) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the SecuritiesNotes as, in the reasonable opinion of counsel for the Underwriterscounsel, the Prospectus (or in lieu thereof the Pricing Disclosure Package notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales of Securities by an Underwriter the Underwriters or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does 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 when the Pricing Disclosure Package Prospectus (or in lieu thereof the Prospectus notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the reasonable opinion of counsel for the Underwriterscounsel, it is necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters and forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you the Underwriters will furnish to the Company) to which Securities Notes may have been sold by you the Underwriters on behalf of the Underwriters and to any other dealers upon requestrequest (whose names and addresses are supplied to the Company), either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances under which they were made, not misleading when the Prospectus (or in lieu thereof the Pricing Disclosure Package notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus and the Pricing Disclosure PackageProspectus, as amended or supplemented, will comply with law. (df) To make generally available Promptly from time to time to take such actions as you may reasonably request to qualify the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible Notes for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer offering and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions as you have requested and to comply with such laws so as to permit the continuance of sales and dealings therein in the United States such jurisdictions for as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary to complete the distribution of the Notes, provided that in order to effect such registration or qualification; provided, however, that connection therewith the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or general taxation in any jurisdiction in which it is not now so subjectjurisdiction. (g) During As soon as practicable, but not later than the period beginning on the date hereof and continuing Availability Date (as defined below), to and including the Closing Date, it will not offer, sell, contract make generally available to sell or otherwise transfer or dispose of any debt securities its security holders an earnings statement of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities covering a period of at least twelve months beginning after the effective date of the Company substantially similar to Registration Statement which will satisfy the Securities (other than (iprovisions of Section 11(a) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (h) It will use the proceeds from the sale of the Securities in Act (it being agreed that for the manner described in purpose of this subsection 5(g) only, “Availability Date” means the Prospectus and 45th day after the Pricing Disclosure Package under end of the caption fourth fiscal quarter following the fiscal quarter that includes the effective date of the Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Use Availability Date” means the 90th day after the end of Proceedssuch fourth fiscal quarter).”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters as follows: (a) It The Company will advise you promptly andprepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if requested by any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Act, but the Company will not file any of you, confirm such advice in writing, of any stop order suspending the effectiveness of amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Underwriters, or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order preventing or suspending the use of the Preliminary Prospectus Supplementcommunication, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus whether by or of the institution SEC or threatening of any proceedings for that purpose authority administering any state securities or pursuant to Section 8A of Blue Sky law, as soon as the ActCompany is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible the lifting thereofits lifting, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior when the Prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the Rules and Regulations, the Company promptly will promptly notify the Underwriters prepare and forthwith prepare, file with the Commission SEC, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and furnish, at its own expense, (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf offering or sale of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawNotes. (d) To make generally available The Company will furnish to the Company’s security holders and to you as soon as practicable (but no event later than the last day Underwriters, without charge, copies of the fifteenth full calendar month following the end of the Company’s current fiscal quarterRegistration Statement (including all documents and exhibits thereto or incorporated by reference therein), an earnings statement covering the twelve-month period beginning after Prospectus, and all amendments and supplements to such documents relating to the date upon which Notes, in each case in such quantities as the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunderUnderwriters may reasonably request. (e) Whether No amendment or not the transactions contemplated hereby are consummated or this Agreement is terminated, it supplement will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of made to the Registration Statement, the Preliminary Statement or Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to which the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident shall not previously have been advised or to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)which it shall reasonably object after being so advised. (f) Prior to the sale of all Securities, it The Company will cooperate with the Underwriters and with its counsel to the Underwriters in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Securities Notes for offer offering and sale to by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request designate and continue such registration or qualification in effect so long as required and will file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationexemptions; provided, however, provided that in no event shall the Company shall not be required in connection therewith obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to general consent to service of process in suits, other than those arising out of the offering or taxation sale of the Notes, in any jurisdiction in which where it is not now so subject. (g) During The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Company. (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken. (i) So long as any of the Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from time to time. (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Representative terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise. (k) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (l) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (m) For a period from the date of this Agreement until the retirement of the Notes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Trustee or the Company. (n) On or before the Closing Date, the Company shall xxxx its accounting and other records, if any, relating to the Initial Financed Eligible Loans and shall cause the Servicer, UNIPAC and InTuition to xxxx their respective computer records relating to the Initial Financed Eligible Loans to show the absolute ownership by the Trustee, as eligible lender of, and the interest of the Company in, the Initial Financed Eligible Loans, and from and after each Closing Date the Company will take, or cause the Servicer, UNIPAC and InTuition to take, as the case may be, such actions with respect to the respective records of each with regard to any Additional Acquired Eligible Loans at the time of the acquisition thereof by the Trustee on behalf of the Company and the Company shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Financed Eligible Loans, other than as permitted by the Basic Documents. (o) For the period beginning on the date hereof of this Agreement and continuing to and including the Closing Dateending 90 days hereafter, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities after none of the Company and any entity affiliated, directly or any warrantsindirectly, rights or options to purchase or otherwise acquire debt securities of with the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business)will, without the prior written consent of notice to the RepresentativesUnderwriters, which consent offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; provided, however, that this shall not be unreasonably withheldconstrued to prevent the sale of FFELP Loans by the Company. (hp) It will use If, at the proceeds from time the sale of the Securities Registration Statement became effective, any information shall have been omitted therefrom in the manner described in the Prospectus and the Pricing Disclosure Package reliance upon Rule 430A under the caption “Use 1933 Act, then, immediately following the execution of Proceedsthis Agreement, the Company will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the 1933 Act, copies of an amended Prospectus containing all information so omitted.”

Agreements of the Company. The Company agrees with each of you the Underwriters that: (a) It At any time when a prospectus relating to the Offered Securities is required to be delivered under the 1933 Act, the Company will advise you promptly andnot file or make any amendment to the Registration Statement or any supplement to the Prospectus (except for periodic or current reports filed under the 1000 Xxx) unless the Company has furnished the Underwriters a copy for their review prior to filing and given the Underwriters a reasonable opportunity to comment on any such proposed amendment or supplement. The Underwriters shall make their responses thereto, if requested any, promptly. The Company will file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the 1933 Act. Immediately following the execution of this Agreement, the Company will prepare a prospectus supplement, in form approved by the Underwriters, setting forth the number of shares of Offered Securities to be sold, the Underwriters’ name, the price at which the Offered Securities are to be purchased by the Underwriters from the Company, the initial offering price, the selling concession and reallowance, if any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Offered Securities. The Company will promptly cause the Prospectus to be filed with the Commission pursuant to Rule 424(b) under the 1933 Act Regulations in the manner and within the time period prescribed by such rule and will provide evidence satisfactory to the Underwriters of such filing. The Company will promptly advise the Underwriters (i) at any time when a prospectus relating to the Offered Securities is required to be delivered under the 1933 Act, when any post-effective amendment to the Registration Statement shall have been filed or become effective, (ii) of youany request by the Commission for any post-effective amendment of the Registration Statement or supplement to the Prospectus or for any additional information, confirm such advice in writing, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or of the institution or threatening by direct communication with the Company of any proceedings proceeding for that purpose purpose, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any jurisdiction or the initiation or threatening by direct communication with the Company of any proceeding for such purpose. The Company will promptly effect the filing of the Prospectus necessary pursuant to Section 8A of Rule 424(b) under the Act1933 Act Regulations and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, and in the event that it was not, it will promptly file the Prospectus. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the lifting withdrawal thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, If at any time prior when a prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Offered Securities is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the 1933 Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does not contain an would include any 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 misleading, or if it shall be necessary to amend the Registration Statement or to supplement the Prospectus to comply with the 1933 Act or the 1934 Act or the respective rules thereunder, the Company promptly will (i) notify the Underwriters, (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance, and (iii) supply any supplemented Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. (c) During the period when a prospectus relating to the Offered Securities is required to be delivered under the 1933 Act (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), (i) the Company will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and will furnish to the Underwriters copies of such documents, (ii) on or prior to the date on which the Company makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Company proposes to describe, in a document filed pursuant to the 1934 Act, the Company will furnish to the Underwriters the information contained or to be contained in such announcement or document, and (iii) the Company will furnish to the Underwriters copies of all other material press releases or announcements to the general public. (d) As soon as practicable, but not later than 90 calendar days after the close of the period covered by the earnings statement, the Company will make generally available to its security holders and to the Underwriters an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 of the 1933 Act Regulations. (e) So long as the Underwriters are required to deliver a prospectus in connection with sales of the Offered Securities, the Company will furnish to the Underwriters and their counsel, without charge, such copies of the Registration Statement (including exhibits thereto) and Prospectus as the Underwriters may reasonably request. (f) The Company will endeavor, in cooperation with the Underwriters, to arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions of the United States of America as the Underwriters may designate, will maintain such qualifications in effect so long as required for the distribution of the Offered Securities; provided, however, that the Company will not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will apply the net proceeds from the offering of the Offered Securities in the manner set forth under the caption “Use of Proceeds” in the Pricing Disclosure Package Prospectus. (h) During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus, the Company will not offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Prospectus Company that are substantially similar to the Securities, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Securities or any such substantially similar securities (other than pursuant to employee stock option plans, employee stock ownership plans or other employee plans of a similar nature existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of the Gxxxxxx, Sxxxx & Co., on behalf of the Underwriters. (i) The Company shall, whether or not any sale of the Offered Securities is consummated, pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, any Issuer Free Writing Prospectus, the Prospectus, all amendments thereof and supplements thereto, this Agreement and related documents delivered to a purchaserthe Underwriters, the cost of preparing, printing, packaging and delivering the Offered Securities, the fees and expenses incurred in connection with the listing of the Offered Securities on the New York Stock Exchange, and the fees and expenses incurred in compliance with Section 4(f) hereof. If for any reason any Securities are not delivered by or ifon behalf of the Company as provided herein, in the opinion Company shall reimburse you for all of its reasonable out-of-pocket expenses relating to the offer and sale of the Securities contemplated by this Agreement, including the reasonable fees and disbursements of counsel for the UnderwritersUnderwriters incurred in connection therewith. (j) The Company represents and agrees that, it is necessary to amend or supplement without the Prospectus or the Pricing Disclosure Package to comply with applicable lawprior consent of Gxxxxxx, the Company will promptly notify the Underwriters and forthwith prepareSachs & Co., file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters, it has not made and will not make any offer relating to the Offered Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act; each Underwriter represents and agrees that, without the prior consent of the Company, it has not made and will not make any offer relating to the Offered Securities that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Company and the Underwriters is listed on Schedule II hereto; (k) The Company has complied and will comply with the requirements of Rule 433 under the 1933 Act applicable to any other dealers upon requestIssuer Free Writing Prospectus, either amendments including timely filing with the Commission or supplements to retention where required and legending; (l) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented will not contain would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madethen prevailing, not misleading when the Prospectus or the Pricing Disclosure Package is delivered to a purchasermisleading, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with law. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statementwill give prompt notice thereof to you, the Preliminary Prospectus Supplementand, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably if requested by you, (ii) all costs will prepare and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel furnish without charge to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process an Issuer Free Writing Prospectus or other documents as may be necessary in order to effect document which will correct such registration conflict, statement or qualificationomission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subjectby you expressly for use therein. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (h) It will use the proceeds from the sale of the Securities in the manner described in the Prospectus and the Pricing Disclosure Package under the caption “Use of Proceeds.”

Agreements of the Company. The Company agrees with each of you the several Underwriters that: (a) It The Company will advise you promptly anduse its best efforts to cause the Registration Statement, and any amendment thereof, if requested not effective at the Execution Time, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed, pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative (i) when the Registration Statement shall have become effective, (ii) when any post-effective amendment thereto shall have become effective, (iii) of any request by the Commission for any amendment or supplement of youthe Registration Statement or the Prospectus or for any additional information with respect thereto, confirm such advice in writing, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, receipt by the Prospectus Supplement, the Prospectus or Company of any Issuer Represented Free Writing Prospectus or of notification with respect to the institution or threatening of any proceedings proceeding for that purpose or pursuant to Section 8A purpose, and (v) of the Act, and receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and or suspension and, if issued, to obtain as soon as possible the lifting withdrawal thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or without the prior consent of the Representative. The Company will prepare and file with the Commission, promptly upon your request, any Issuer Represented Free Writing Prospectus which shall not previously have been submitted amendment to the Representatives a reasonable time prior Registration Statement or supplement to the proposed filing Prospectus that you reasonably determine to be necessary or advisable in connection with the distribution of the Securities by you, and will use thereof or its best efforts to which cause the Representatives same to become effective as promptly as possible. The Company, at the Company's expense, shall reasonably object or which is not keep the Registration Statement effective and the information contained therein (including information contained in compliance the Prospectus) current during the term of the Warrants in accordance with the Act and the rules and regulations thereunder. The Without limiting the effect of the preceding sentence, in the event any Underwriter is required to deliver a Prospectus in connection with sales of any of the Securities at any time nine months or more after the Effective Date, upon the written request of the Representative and at the expense of the Company, the Company will cause the Preliminary Prospectusprepare, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant and deliver to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other such Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies as the Representative may request of the Pricing Disclosure Package and an amended or supplemented Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies complying with Section 10(a)(3) of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (cb) If, at any time prior when a prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Securities is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does not contain an as then supplemented would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is otherwise shall be necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the rules or regulations thereunder, the Company will promptly notify the Underwriters Representative and forthwith prepare, prepare and file with the Commission and furnishCommission, at its own expensesubject to Section 5(a) hereof, to the Underwriters and to the dealers (whose names and addresses you a supplement that will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments correct such statement or supplements to the Prospectus and/or the Pricing Disclosure Package so omission or a supplement that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with laweffect such compliance. (dc) To make generally available to the Company’s security holders and to you as As soon as practicable (but no event not later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter____1998), the Company will make generally available to its security holders and to the Representative an earnings statement or statements (which need not be audited) of the Company covering the twelve-month a period beginning of at least twelve months after the date upon Effective Date (but in no event commencing later than 90 days after such date), which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies will satisfy the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder. (d) The Company will furnish to each of you and counsel for the rules and regulations Underwriters, without charge, three signed copies of the Commission thereunderRegistration Statement and any amendments thereto (including exhibits thereto) and to each other Underwriter a conformed copy of the Registration Statement and any amendments thereto (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of the Prospectus and each Preliminary Prospectus and any supplements thereto as the Representative may reasonably request. The Company will furnish or cause to be furnished to the Representative copies of all reports on Form SR required by Rule 463 under the Act. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it The Company will pay and be responsible take all actions necessary for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith). (f) Prior to the sale of all Securities, it will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in within the United States and its territories as the Underwriters Representative may request and continue designate, will maintain such registration or qualification qualifications in effect so long as required for the distribution of the Securities and file such consents to service will pay the fee of process or other documents as may be necessary the National Association of Securities Dealers, Inc. (the "NASD") in order to effect such registration or qualification; providedconnection with its review of the offering, however, provided that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Securities). (f) The Company will apply the net proceeds from the offering received by it in any jurisdiction the manner set forth under the caption "Use of Proceeds" in which it is not now so subjectthe Prospectus. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, it The Company will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to (i) cause the Securities (other than the Underwriters' Warrants) to be listed on the American Stock Exchange, (ii) comply with all registration, filing and reporting requirements of the Exchange Act and the American Stock Exchange which may from time to time be applicable to the Company, and (iii) file a report of sales and use of proceeds on Form SR as required to be filed pursuant to Rule 463 under the Act from time to time. (h) The Company will file promptly all documents required to be filed with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to the Effective Date and during any period in which the Prospectus is required to be delivered. (i) During the Securities five year period commencing on the date hereof, the Company will furnish to its stockholders, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent certified public accountants) and unaudited quarterly reports of earnings and will furnish to you and, upon request, to the other Underwriters hereunder (i) concurrent with furnishing such annual and quarterly reports to its stockholders, copies of such reports; (ii) commercial paper issued as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD, the American Stock Exchange, or any other securities exchange; (iii) every press release and every material news item or article in respect of the ordinary course Company or its affairs which was released or prepared by the Company; and (iv) any additional information of business)a public nature concerning the Company or its business that you may reasonably request. During such five year period, if the Company shall have active subsidiaries, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company and its subsidiaries are consolidated, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (j) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for the Securities. (k) The Company will not, for a period of one year following the Effective Date, without the prior written consent of the RepresentativesRepresentative, which consent shall not be unreasonably withheldissue, sell, contract to sell (including, without limitation, any short sale), transfer, assign, pledge, encumber, hypothecate or grant any option to purchase or otherwise dispose of, any capital stock, or any options, rights or warrants to purchase any capital stock of the Company, or any securities or indebtedness convertible into or exchangeable for shares of capital stock of the Company, except for (i) sales of the Securities as contemplated by this Agreement, and (ii) sales of Common Stock upon the exercise of Warrants or outstanding options described in the Prospectus. (hl) It The Company has reserved and shall continue to reserve a sufficient number of shares of Common Stock for issuance upon exercise of the Underwriters' Warrants and Warrants (including the Warrants included in the Underwriters' Warrants). (m) The Company will use not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the proceeds from price of the Units, Common Stock or Warrants to facilitate the sale or resale of such Securities or that otherwise might reasonably be expected to violate the Securities in the manner described in the Prospectus and the Pricing Disclosure Package provisions of Rule 10b-6, Rule 10b-7 or Rule 10b-18 under the caption “Use of ProceedsExchange Act.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters, the Forward Sellers and the Forward Counterparties as follows: (a) It If, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Shares may commence, the Company will use its best efforts to cause such post-effective amendment to become effective as soon as possible and will advise you the Representatives, the Forward Sellers and the Forward Counterparties promptly and, if requested by any of youthe Representatives, the Forward Sellers or the Forward Counterparties, will confirm such advice in writing, immediately after such post-effective amendment has become effective. (b) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would (x) include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing, not misleading or (y) conflict with the information contained in the Registration Statement, the Company will (i) notify promptly the Representatives, the Forward Sellers and the Forward Counterparties so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement, omission or conflicting information; and (iii) supply any amendment or supplement to the Representatives, the Forward Sellers or the Forward Counterparties in such quantities as may be reasonably requested. (c) The Company will advise the Representatives, the Forward Sellers and the Forward Counterparties promptly and, if requested by the Representatives, the Forward Sellers or the Forward Counterparties, will confirm such advice in writing: (i) of any review, issuance of comments or request by the Commission or its staff on or for an amendment of or a supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information regarding the Company, its affiliates or its filings with the Commission, whether or not such filings are incorporated by reference into the Registration Statement, any Preliminary Prospectus or the Prospectus; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or an order preventing or suspending the use of the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus or suspension of qualification of the institution Shares for offering or threatening sale in any jurisdiction or the initiation of any proceedings proceeding for that such purpose or pursuant to Section 8A of the Act, and will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act relating to the Registration Statement or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any the offering of the Securities. The Shares; (iii) of the receipt by the Company will advise the Representatives promptly of any request by notification with respect to the Commission suspension of the qualification of the Shares for sale in any amendment jurisdiction or the institution or threatening of any proceeding for such purpose; and (iv) within the period of time referred to in the first sentence in subsection (f) below, of any change in the Company’s condition (financial or supplement to other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which results in any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or any Issuer Represented Free Writing Prospectus supplemented) being untrue or which requires the receipt making of any comments from the Commission relating additions to or changes in the Registration Statement or the Prospectus (as then amended or any Issuer Represented Free Writing supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other request by the Commission for additional informationlaw. Prior to the termination of the offering of the Securities and If at any time during which the Underwriters have a prospectus delivery requirement under Commission shall issue any stop order suspending the Commission’s rules and regulationseffectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (d) On request, the Company will furnish to the Representatives, the Forward Sellers and the Forward Counterparties, and to counsel to the Underwriters, the Forward Sellers and the Forward Counterparties, without charge: (i) one (1) signed copy of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the Registration Statement; (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as the Representatives, the Forward Sellers or the Forward Counterparties may request; (iii) such number of copies of the Incorporated Documents, without exhibits, as the Representatives, the Forward Sellers or the Forward Counterparties may request; and (iv) one (1) copy of the exhibits to the Incorporated Documents. (e) The Company will not at any time file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence in subsection (f) below, file any document which upon filing becomes an Incorporated Document, of which the Representatives, the Forward Sellers or any Issuer Represented Free Writing Prospectus which the Forward Counterparties shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof advised or to which which, after the Representatives Representatives, the Forward Sellers and the Forward Counterparties shall have received a copy of the document proposed to be filed, the Representatives, the Forward Sellers or the Forward Counterparties shall reasonably object object; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which is they were made, not in compliance with the Act and the rules and regulations thereundermisleading. The Company will cause give the Preliminary ProspectusRepresentatives, the Prospectus Supplement Forward Sellers and the Forward Counterparties notice of its intention to make any Issuer Represented Free Writing Prospectus other filing pursuant to the Exchange Act from the Applicable Time to the Closing Date and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. (f) After the execution and delivery of this Agreement and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be filed within delivered (or in lieu thereof, the required time periods, and will advise you promptly when notice referred to in Rule 173(a)) in connection with sales by the Preliminary Prospectus and the Prospectus Supplement have been filed Underwriters or any dealer (including circumstances where such requirement may be satisfied pursuant to Rule 424(b) and Rule 430A172), 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent and the Company will expeditiously deliver to the date Underwriters and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto), any Preliminary Prospectus or and any Issuer Free Writing Prospectus as each Underwriter may request. The Company consents to the use of the Prospectus Supplement (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or blue sky laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered (or in lieu thereof, the notice referred to in Rule 173(a)) in connection with sales by the Underwriters or any dealers. If during such period of time: (i) any event shall occur as a result of which, in the judgment of the Company, or in the opinion of counsel for the Underwriters, the Prospectus as supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading; or (ii) if it is necessary to supplement the Prospectus or amend the Registration Statement (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act, the Exchange Act or any other law, the Company will promptly notify the Representatives, the Forward Sellers and the Forward Counterparties of such event and forthwith prepare and, subject to the provisions of paragraph (e) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters, the Forward Sellers, the Forward Counterparties and dealers a reasonable number of copies thereof. In the event that the Company and the Representatives agree that the Prospectus should be amended or supplemented, the Company, if requested by the Representatives, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (g) The Company will: (i) cooperate with the Underwriters, the Forward Sellers and the Forward Counterparties and their counsel in connection with the registration or qualification of the Shares for offering and sale by the Underwriters and by dealers under the securities or blue sky laws of such jurisdictions as the Underwriters may designate; (ii) maintain such qualifications in effect so long as required for the delivery distribution of a prospectus the Shares; and (iii) file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is required not now so qualified or to take any action which would subject it to service of process in connection with suits, other than those arising out of the offering or sale of the SecuritiesShares, in any jurisdiction where it is not now so subject. (bh) To The Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses listed in Schedule II hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (i) The Company will make generally available to its security holders and to the Underwriters as soon as practicable, but in no event later than fifteen (15) months after the end of the Company’s current fiscal quarter, a consolidated earnings statement, which need not be audited, covering a 12-month period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act and Rule 158. (j) During the period commencing on the date hereof and ending on the date occurring three (3) years hereafter, the Company will furnish to youthe Underwriters, upon request the Forward Sellers and without chargethe Forward Counterparties: (i) as soon as available, if requested, a signed copy of each report of the Company mailed to stockholders or filed with the Commission that is not publicly available on EXXXX or the Company’s website; and (ii) from time to time such other information concerning the Company as the Representatives, the Forward Sellers or the Forward Counterparties may reasonably request. (k) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof, or if this Agreement shall be terminated by the Representatives because of any inability, failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company shall reimburse the Underwriters, the Forward Sellers and the Forward Counterparties for reasonable out-of-pocket expenses (including the reasonable fees and expenses of counsel for the Underwriters, the Forward Sellers or the Forward Counterparties) incurred by the Underwriters, the Forward Sellers or the Forward Counterparties, as applicable, in connection herewith. (l) The Company will apply the net proceeds from the sale of the Shares in the manner specified in the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of Statement, the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and the Prospectus under the heading “Use of Proceeds.” (m) If Rule 430A, 430B or 430C is employed, the Company will timely file the Prospectus pursuant to Rule 424(b) and will advise the Representatives of the time and manner of such filing. (n) Neither the Company nor any supplements affiliate of the Company has taken, nor will the Company or any affiliate of the Company take, directly or indirectly, any action designed to, or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (o) The Company will use its best efforts to continue to qualify as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended, and amendments thereto the regulations and published interpretations thereunder (collectively, the “Code”), so long as its Board of Directors deems it in the best interest of the Company’s stockholders to remain so qualified. (p) The Company will use all reasonable best efforts to do or perform all things required to be done or performed by the Company prior to the Registration Statement Closing Date to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement. (q) [reserved] (r) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and will use its reasonable best efforts to cause the Company’s directors and officers, in their capacities as you may reasonably requestsuch, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sxxxxxxx-Xxxxx Act. (s) The Company will file any Issuer Free Writing Prospectus to the extent required by Rule 433 within the time period required by such rule. The Company willwill retain, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package is required by law to be delivered in connection with sales of Securities by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package or the Prospectus does 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchaser, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters and forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with law. (d) To make generally available to the Company’s security holders and to you as soon as practicable (but no event later than the last day of the fifteenth full calendar month following the end of the Company’s current fiscal quarter), an earnings statement covering the twelve-month period beginning after the date upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder. (e) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith433(g). (ft) Prior The Company will use reasonable best efforts to the sale of complete all Securities, it will cooperate required filings with the Underwriters NYSE and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale to the Underwriters under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request and continue such registration or qualification in effect so long as required and file such consents to service of process or other documents as may be necessary actions in order to effect such registration or qualification; provided, however, that cause the Company shall not Shares to be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) During the period beginning listed and admitted and authorized for trading on the date hereof and continuing NYSE, subject solely to and including the Closing Date, it will not offer, sell, contract to sell or otherwise transfer or dispose notice of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives, which consent shall not be unreasonably withheldissuance. (h) It will use the proceeds from the sale of the Securities in the manner described in the Prospectus and the Pricing Disclosure Package under the caption “Use of Proceeds.”

Agreements of the Company. The Company agrees with each of you thatthe Underwriters as follows: (a) It The Company will advise you promptly andprepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if requested by any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Act, but the Company will not file any of you, confirm such advice in writing, of any stop order suspending the effectiveness of amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order preventing or suspending the use of the Preliminary Prospectus Supplementcommunication, the Prospectus Supplement, the Prospectus or any Issuer Represented Free Writing Prospectus whether by or of the institution SEC or threatening of any proceedings for that purpose authority administering any state securities or pursuant to Section 8A of Blue Sky law, as soon as the ActCompany is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible the lifting thereofits lifting, if issued, and will advise the Representatives promptly of any examination pursuant to Section 8(e) of the Act or the Company becoming the subject of a proceeding pursuant to Section 8A of the Act in connection with any offering of the Securities. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the Prospectus or any Issuer Represented Free Writing Prospectus or any other request by the Commission for additional information. Prior to the termination of the offering of the Securities and at any time during which the Underwriters have a prospectus delivery requirement under the Commission’s rules and regulations, the Company will not at any time file any amendment to the Registration Statement or supplement to the Prospectus or any Issuer Represented Free Writing Prospectus which shall not previously have been submitted to the Representatives a reasonable time prior to the proposed filing or use thereof or to which the Representatives shall reasonably object or which is not in compliance with the Act and the rules and regulations thereunder. The Company will cause the Preliminary Prospectus, the Prospectus Supplement and any Issuer Represented Free Writing Prospectus to be filed within the required time periods, and will advise you promptly when the Preliminary Prospectus and the Prospectus Supplement have been filed pursuant to Rule 424(b) and Rule 430A, 430B or 430C under the Act and any Issuer Represented Free Writing Prospectus has been filed pursuant to Rule 433 under the Act, and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Preliminary Prospectus or the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities. (b) To furnish to you, upon request and without charge, a signed copy of the Registration Statement as originally filed and each amendment thereto (including exhibits and consents filed therewith) and for delivery to each other Underwriter a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 4:00 P.M. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(c) below, as many copies of the Pricing Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Represented Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (c) If, at any time prior when the Prospectus relating to the Closing Date or during such period after the first date of the public offering of the Securities, in the opinion of counsel for the Underwriters, the Prospectus or the Pricing Disclosure Package Notes is required by law to be delivered in connection with sales of Securities by an Underwriter or dealerunder the Act, any event shall occur or condition exist occurs as a result of which it is necessary to amend or supplement the Pricing Disclosure Package or the Prospectus in order to ensure that the Pricing Disclosure Package as then amended or the Prospectus does not contain supplemented would include 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 when the Pricing Disclosure Package or the Prospectus is delivered to a purchasermisleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus or the Pricing Disclosure Package to comply with applicable lawthe Act or the Rules and Regulations, the Company promptly will notify the Representative of such event and will promptly notify the Underwriters prepare and forthwith prepare, file with the Commission and furnishSEC, at its own expense, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. Neither the Representative's consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf offering or sale of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and/or the Pricing Disclosure Package so that the statements in the Prospectus and the Pricing Disclosure Package as so amended or supplemented 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 when the Prospectus or the Pricing Disclosure Package is delivered to a purchaser, or so that the Prospectus and the Pricing Disclosure Package, as amended or supplemented, will comply with lawNotes. (d) To make generally available The Company will furnish to the Company’s security holders and to you as soon as practicable (but no event later than the last day Underwriters, without charge, copies of the fifteenth full calendar month following the end of the Company’s current fiscal quarterRegistration Statement (including all documents and exhibits thereto or incorporated by reference therein), an earnings statement covering the twelve-month period beginning after Prospectus, and all amendments and supplements to such documents relating to the date upon which Notes, in each case in such quantities as the Prospectus Supplement is filed pursuant to Rule 424 under the Act that satisfies the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunderUnderwriters may reasonably request. (e) Whether No amendment or not the transactions contemplated hereby are consummated or this Agreement is terminated, it supplement will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to: (i) the fees, disbursements and expenses of counsel for the Company and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of made to the Registration Statement, the Preliminary Statement or Prospectus Supplement, the Prospectus Supplement, the Prospectus and any Issuer Represented Free Writing Prospectus, and any amendments and supplements to any of the foregoing, including all printing, processing, filing and distribution of the Pricing Disclosure Package and Prospectus and all amendments or supplements thereto (but not including, however, legal fees and expenses of your counsel incurred in connection therewith), including such copies as may be reasonably requested by you, (ii) all costs and expenses related to any transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph 5(f) below (including, in each case, any filing fees and fees and expenses of counsel to which the Underwriters incurred in connection therewith), (iv) the rating of the Securities by investment rating agencies, (v) the approval of the Securities by DTC for “book-entry” transfer, (vi) all expenses and application fees (including the reasonable fees and expenses of counsel for the Underwriters) incurred in connection with any filing with and clearance of the offering by the Financial Industry Regulatory Authority, Inc. and (vii) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident shall not previously have been advised or to the sale and delivery of the Securities to you (but not including, however, legal fees and expenses of your counsel incurred in connection therewith)which it shall reasonably object after being so advised. (f) Prior to the sale of all Securities, it The Company will cooperate with the Underwriters and with their counsel to the Underwriters in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Securities Notes for offer offering and sale to by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in the United States as the Underwriters may request designate and continue such registration or qualification in effect so long as required and will file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationexemptions; provided, however, provided that in no event shall the Company shall not be required in connection therewith obligated to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to general consent to service of process in suits, other than those arising out of the offering or taxation sale of the Notes, in any jurisdiction in which where it is not now so subject. (g) During The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Company. (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken. (i) So long as any of the Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from time to time. (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Representative terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise. (k) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus. (l) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (m) For a period from the date of this Agreement until the retirement of the Notes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Trustee or the Company. (n) On or before the Closing Date, the Company shall mark its accounting and other records, if any, relating tx xxe Financed Eligible Loans and shall cause the Servicer, UNIPAC and InTuition to mark their respective computer records relating to the Fixxxxed Eligible Loans to show the absolute ownership by the Trustee, as eligible lender of, and the interest of the Company in, the Initial Financed Eligible Loans, and from and after each Closing Date the Company will take, or cause the Servicer, UNIPAC and InTuition to take, as the case may be, such actions with respect to the respective records of each with regard to any Additional Acquired Eligible Loans at the time of the acquisition thereof by the Trustee on behalf of the Company and the Company shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Financed Eligible Loans, other than as permitted by the Basic Documents. (o) For the period beginning on the date hereof of this Agreement and continuing to and including the Closing Dateending 90 days hereafter, it will not offer, sell, contract to sell or otherwise transfer or dispose of any debt securities none of the Company and any entity affiliated, directly or any warrantsindirectly, rights or options to purchase or otherwise acquire debt securities of with the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business)will, without the prior written consent of notice to the RepresentativesUnderwriters, which consent offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; provided, however, that this shall not be unreasonably withheldconstrued to prevent the sale of FFELP Loans by the Company. (hp) It If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the 1933 Act, then, immediately following the execution of this Agreement, the Company will use prepare, and file or transmit for filing with the proceeds from Commission in accordance with such Rule 430A and Rule 424(b) under the sale 1933 Act, copies of an amended Prospectus containing all information so omitted. (q) As soon as practicable, but not later than 16 months after the date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Securities in Registration Statement, (ii) the manner described in effective date of the Prospectus most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the Pricing Disclosure Package under date of the caption “Use Company's most recent Annual Report or Form 10-K filed with the Commission prior to the date of Proceedsthis Agreement, which will satisfy the provisions of Section 11(a) of the Act.”