Common use of Certain Agreements of the Company Clause in Contracts

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreement. The Company has complied and will comply with Rule 433 under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) promptly notify the Representatives and (ii) promptly prepare and file with the Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance. (d) As soon as practicable, the Company will make publicly available an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested. (f) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (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 fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors. (i) If set forth in the applicable Terms Agreement, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue (the “Clear Market Provision”).

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of SecuritiesUnderwriters: (a) The Company has filed or will file each Statutory Prospectus (including a Final the Prospectus) , properly completed, with the Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (2) (or, if applicable and after consultation with if consented to by the RepresentativesRepresentative, subparagraph (5)) not of Rule 424(b) no later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreementused. The Company has complied and will comply with advise the Representative promptly of any such filing pursuant to Rule 433 under the Act424(b). (b) The Company will advise the Representatives promptly Representative promptly, in writing, of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus and will afford the Representatives a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the Representative's reasonable consent; and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to supplementation of the Registration Statement, for any supplement to any Statutory Statement or the Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities Notes is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission (subject to the Representative's prior review pursuant to Section 5(b)), at its own expense, an amendment or supplement that which will correct such statement or omission omission, or an amendment that which 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. (d) As The Company will cause the Trust to make generally available to Noteholders, as soon as practicable, but no later than sixteen months after the Company will make publicly available date hereof, an earnings statement or statements of the Company Trust covering a period of at least twelve consecutive months beginning after the later of (i) the effective date of the registration statement relating to the Notes and its subsidiaries which will satisfy (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and, in each case, satisfying the provisions of Section 11(a) of the Act and (including Rule 158 under the Actpromulgated thereunder). (e) The Company will furnish to the Representatives Underwriters copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are the Representative reasonably requestedrequests. The Prospectus shall be furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Securities Notes for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives Representative may reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Notes; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation to do business or to file a general consent to service of process in any such jurisdiction. (g) During the For a period of five years after from the date of any Terms Agreement, this Agreement until the retirement of the Notes (i) the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters, if anycopies of each certificate and the annual statements of compliance delivered to the Indenture Trustee pursuant to Section 3.09 of the Indenture and Sections 3.10 and 3.11 of the Sale and Servicing Agreement and the annual independent certified public accountant's servicing reports furnished to the Indenture Trustee pursuant to Section 3.12 of the Sale and Servicing Agreement, by first-class mail as soon as practicable after such statements and reports are furnished to the end Indenture Trustee, and (ii) such other forms of each fiscal yearperiodic certificates or reports as may be delivered to the Indenture Trustee, a copy of its annual report to stockholders for such year; the Owner Trustee or the Noteholders under the Indenture, the Sale and Servicing Agreement or the other Basic Documents. (h) So long as any Note is outstanding, the Company will furnish to the Representatives Representative by first-class mail as soon as availablepracticable, a copy of each report (i) all documents distributed, or definitive proxy statement of caused to be distributed, by the Company to the Noteholders, (ii) all documents filed with the Commission under the Exchange Act or mailed caused to stockholders; provided, however, that for so long as be filed by the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or any order of the Commission thereunder and (iii) such other information in accordance therewith files such reports and information with the Commission, which are available possession of the Company concerning the Trust as the Representative from time to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and informationtime may reasonably request. (hi) The Subject to the provisions of Section 9 hereof, the Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters (if and to the extent incurred by them) for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities Notes for sale in jurisdictions that the Representative may designate pursuant to Section 5(f) hereof and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate Representative reasonably designates and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities Notes, for any travel expenses of the officers and employees of the Underwriters and any other expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers of the Notes and for expenses incurred in distributing any Statutory Prospectus the Term Sheets and the Final Prospectus to the Underwriters (including any amendments and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investorssupplements thereto). (ij) If set forth in To the applicable Terms Agreementextent, for if any, that the rating provided with respect to the Notes by Xxxxx'x Investors Service, Inc. ("Moody's"), Standard & Poor's, a period beginning at division of The XxXxxx-Xxxx Companies, Inc. ("Standard & Poor's"), and Fitch Ratings ("Fitch" and, together with Standard & Poor's and Moody's, the time "Rating Agencies") is conditional upon the furnishing of execution documents or the taking of any other action by the Terms Agreement Company, the Company shall furnish such documents and ending 10 days after take any such other action. (k) On or before the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity AHFC shall annotate and indicate unambiguously in the computer records of more the Company and AHFC relating to the Receivables to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Company nor AHFC shall take any action inconsistent with the Trust's ownership of such Receivables, other than one year from as permitted by the date of issue (the “Clear Market Provision”)Sale and Servicing Agreement.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the RepresentativesRepresentative, subparagraph (5subparagraph(5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreement. The Company has complied and will comply with Rule 433 under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) promptly notify the Representatives and (ii) promptly prepare and file with the Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance. (d) As soon as practicable, the Company will make publicly available an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested. (f) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Securities Exchange Act of 1934, as amended, or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (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 fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors. (i) If set forth in the applicable Terms Agreement, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue (the “Clear Market Provision”).

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or It will prepare the Prospectus in a form approved by you and to file each Statutory such Prospectus (including a Final Prospectus) pursuant to and in accordance with Rule 424(b)(2424(b) (or, if applicable and after consultation with under the Representatives, subparagraph (5)) Securities Act not later than the Commission’s close of business on the second business day following the earlier date of this Agreement; to make no further amendment or any supplement to the Registration Statement, or the Prospectus prior to the Closing Date that shall be reasonably disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the date it is first used or the date of the applicable Terms Agreement. The Company has complied and will comply with Rule 433 under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for time when any amendment to the Registration Statement, for Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to prepare a final term sheet, containing solely a description of the Offered Securities, in a form approved by you and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Securities Act; to file promptly all reports and any Statutory 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 Prospectus and for so long as the delivery of a prospectus (or any additional information and (iiiin lieu thereof, the notice referred to in Rule 173(a) under the institution Securities Act) is required in connection with the offering or sale of the Offered Securities; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order proceedings or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Offered Securities, of the suspension of the qualification of the Offered 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 the Prospectus or for additional information; and, in the event of the issuance of any part thereof (stop order or the threatening of any proceeding for that purpose) and will order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to prevent obtain the issuance withdrawal of such order; and in the event of any such stop order issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Offered Securities by the Underwriters (references herein to obtain as soon as possible its lifting, if issuedthe Registration Statement shall include any such amendment or new registration statement). (cb) IfPrior to 10:00 a.m., New York City time, on the New York business day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required at any time when a prospectus relating prior to the Securities is (or but for expiration of nine months after the exemption in Rule 172 would be) required to be delivered under time of issue of the Act Prospectus in connection with sales by an underwriter the offering or dealer, sale of the Offered Securities and if at such time any event occurs shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state 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 (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or or, if for any other reason it is shall be necessary at any time during such same period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Company shall (i) promptly Exchange Act or the Trust Indenture Act, to notify the Representatives you and (ii) promptly upon your request to file such document and to prepare and file with furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Commission an amendment or supplement Prospectus that will correct such statement or omission or an amendment that will effect such compliance; and in case any Underwriter is required under the Securities Act to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) in connection with sales of any of the Offered Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act. (dc) As To make generally available to its securityholders as soon as practicable, but in any event not later than 16 months after the Company will make publicly available effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement or statements of the Company and its subsidiaries (which will satisfy the provisions of need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations thereunder (including, at the option of the Company, Rule 158 under the Act158). (e) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested. (fd) The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States as the Representatives Underwriters designate and will continue such qualifications in effect so long as required for the distributionresale of the Offered Securities by the Underwriters, provided that the Company will not be required to qualify as a foreign corporation, to file a general consent to service of process in any such jurisdiction or to take any other action that would subject the Company to service of process in any suits (other than those arising out of the offering of the Offered Securities) or to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (he) The Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters Mortgage, for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may Underwriters designate and the printing of memoranda relating thereto, for the fees and expenses of the Trustee and its professional advisors, for all expenses in connection with the execution, issue, authentication and initial delivery of the Offered Securities, the preparation and printing of this Agreement, the Offered Securities, the Disclosure Package and the Prospectus, any Issuer Free Writing Prospectus, and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities, for the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, for any fees charged by investment rating agencies for the rating of the Offered Securities, for any travel expenses of the Company’s officers and employees, and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities and for expenses incurred in distributing any Statutory the Disclosure Package, the Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for preparing, printing and distributing or any Issuer Free Writing Prospectus (including any amendments and supplements thereto) to investors the Underwriters. Except as otherwise provided in this Section 5(e) or prospective investorsin Section 9 of this Agreement, the Underwriters will pay all of their costs and expenses, including fees and expenses of their counsel, transfer taxes on the resale of the Offered Securities and any advertising and travel expenses incurred by them. (f) In connection with the offering, until the earlier of (i) If set forth in 180 days following the applicable Terms Agreement, for a period beginning at Closing Date and (ii) the time of execution date the Underwriters shall have notified the Company of the Terms Agreement completion of the resale of the Offered Securities, neither the Company nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and ending 10 days after neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (g) From the date hereof through and including the Closing Date, the Company will not, without the prior written consent of the Representatives, the Company will not offer, sell, contract to sell sell, pledge or otherwise dispose of of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue issue. (h) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111 under the Securities Act. (i) The Company (i) represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(a) hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute a “Clear Market Provision”)free writing prospectus” as defined in Rule 405 under the Securities Act and (ii) has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it that: (a) Prior to the later of (i) termination of the offering of the Securities as determined by the Representatives and as evidenced by written notice thereof to the Company from the Representatives or (ii) the Closing Date, the Company will furnish not file any amendment of the Registration Statement or supplement (including the Final Prospectus but excluding any prospectus supplement relating to Cravatha subsequent issuance of securities) to the Basic Prospectus, Swaine & Xxxxx LLPand will not use, special counsel authorize, approve, refer to or file any Issuer Free Writing Prospectus (other than as listed on Schedule III hereto), unless the Company has furnished the Representatives a copy for the Underwriters Representatives’ review a reasonable time prior to filing thereof. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424(b) under the Act. The Company will not use, authorize, approve, refer to or file any Issuer Free Writing Prospectus to which the Representatives reasonably object. The Company will promptly advise the Representatives (or any other counsel named as counsel for i) when the Underwriters in any Terms AgreementFinal Prospectus shall have been filed with the Commission pursuant to Rule 424(b), one signed copy of (ii) when any Issuer Free Writing Prospectus shall have been filed with the Commission, (iii) when any amendment to the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreement. The Company has complied and will comply with Rule 433 under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplementSecurities shall have become effective, (iiiv) of any request by the Commission or its staff for any amendment of the Registration Statement or amendment of or supplement to the Registration Statement, Final Prospectus or for any supplement to any Statutory Prospectus or any additional information and information, (iiiv) of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or of any part thereof (the institution or the threatening of any proceeding for that purpose and (vi) of the 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) and . The Company will use its best all reasonable efforts to prevent the issuance of any such stop order and and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (cb) (i) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter (or dealersuch delivery is required but for Rule 172 under the Act), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an 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, not misleading, or if it is shall be necessary at any time to amend or supplement the Final Prospectus to comply with the ActAct or the Exchange Act or the respective rules thereunder, the Company shall (i) will promptly notify the Representatives Underwriters thereof and (ii) promptly prepare and file with the Commission Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance, and (ii) if at any time prior to the Closing Date, any event occurs as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Time of Sale Information to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly notify the Underwriters thereof and promptly prepare and file with the Commission (to the extent required), subject to the first sentence of paragraph (a) of this Section 4, and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Time of Sale Information which will correct such statement or omission or which will effect such compliance. (dc) As soon as practicable, the The Company will make publicly generally available within the meaning of Section 11(a) of the Act to its security holders an earnings statement, which need not be audited, covering a twelve-month period commencing after the date of this Agreement and ending not later than 15 months thereafter as soon as practicable following the end of such period, which earning statement or statements of the Company and its subsidiaries which will shall satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Actmay consist of earning statements covering successive fiscal quarters. (ed) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration StatementStatement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, including all exhibitsso long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (or such delivery is required but for Rule 172 under the Act), any Statutory Prospectus, any Issuer Free Writing Prospectus, as many copies of the Final Prospectus and all any amendments thereof and supplements thereto and each Issuer Free Writing Prospectus as the Representatives may reasonably request. The Company will pay the expenses of printing all documents relating to such documents, in each case as soon as available and in such quantities as are reasonably requestedthe offering unless otherwise agreed with the Representatives. (fe) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate and will continue maintain such qualifications in effect so long as required for the distributiondistribution of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to the service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. (gf) During Until the period of five years after Business Day following the date of any Terms AgreementClosing Date, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (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 fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors. (i) If set forth in the applicable Terms Agreement, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Datenot, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell sell, or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by of the Company and having a maturity of which mature more than one year from following the date Closing Date and which are substantially similar to the Securities. (g) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of issue (each Issuer Free Writing Prospectus that is not filed with the “Clear Market Provision”)Commission in accordance with Rule 433 under the Act.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of SecuritiesUnderwriters: (a) The Company has filed or will file each Statutory Prospectus (including a Final the Prospectus) , properly completed, with the Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (2) (or, if applicable and after consultation with if consented to by the RepresentativesRepresentative, subparagraph (5)) not of Rule 424(b) no later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreementused. The Company has complied and will comply with advise the Representative promptly of any such filing pursuant to Rule 433 under the Act424(b). (b) The Company will advise the Representatives promptly Representative promptly, in writing, of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus and will afford the Representatives a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the Representative's reasonable consent; and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to supplementation of the Registration Statement, for any supplement to any Statutory Statement or the Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities Notes is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission (subject to the Representative's prior review pursuant to Section 5(b)), at its own expense, an amendment or supplement that which will correct such statement or omission omission, or an amendment that which 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. (d) As The Company will cause the Trust to make generally available to Noteholders, as soon as practicable, but no later than sixteen months after the Company will make publicly available date hereof, an earnings statement or statements of the Company Trust covering a period of at least twelve consecutive months beginning after the later of (i) the effective date of the registration statement relating to the Notes and its subsidiaries which will satisfy (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and, in each case, satisfying the provisions of Section 11(a) of the Act and (including Rule 158 under the Actpromulgated thereunder). (e) The Company will furnish to the Representatives Underwriters copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are the Representative reasonably requestedrequests. The Prospectus shall be furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Securities Notes for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives Representative may reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Notes; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation to do business or to file a general consent to service of process in any such jurisdiction. (g) During the For a period of five years after from the date of any Terms Agreement, this Agreement until the retirement of the Notes (i) the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters, if anycopies of each certificate and the annual statements of compliance delivered to the Indenture Trustee pursuant to Section 3.09 of the Indenture and Sections 3.10 and 3.11 of the Sale and Servicing Agreement and the annual independent certified public accountant's servicing reports furnished to the Indenture Trustee pursuant to Section 3.12 of the Sale and Servicing Agreement, by first-class mail as soon as practicable after such statements and reports are furnished to the end Indenture Trustee, and (ii) such other forms of each fiscal yearperiodic certificates or reports as may be delivered to the Indenture Trustee, a copy of its annual report to stockholders for such year; the Owner Trustee or the Noteholders under the Indenture, the Sale and Servicing Agreement or the other Basic Documents. (h) So long as any Note is outstanding, the Company will furnish to the Representatives Representative by first-class mail as soon as availablepracticable, a copy of each report (i) all documents distributed, or definitive proxy statement of caused to be distributed, by the Company to the Noteholders, (ii) all documents filed with the Commission under the Exchange Act or mailed caused to stockholders; provided, however, that for so long as be filed by the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or any order of the Commission thereunder and (iii) such other information in accordance therewith files such reports and information with the Commission, which are available possession of the Company concerning the Trust as the Representative from time to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and informationtime may reasonably request. (hi) The Subject to the provisions of Section 9 hereof, the Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters (if and to the extent incurred by them) for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities Notes for sale in jurisdictions that the Representative may designate pursuant to Section 5(f) hereof and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate Representative reasonably designates and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities Notes, for any travel expenses of the officers and employees of the Underwriters and any other expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers of the Notes and for expenses incurred in distributing any Statutory Prospectus the Term Sheets and the Final Prospectus to the Underwriters (including any amendments and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investorssupplements thereto). (ij) If set forth in To the applicable Terms Agreementextent, for if any, that the rating provided with respect to the Notes by Xxxxx'x Investors Service, Inc. ("Moody's"), Standard & Poor's, a period beginning at division of The XxXxxx-Xxxx Companies, Inc. ("Standard & Poor's"), and Fitch, Inc. ("Fitch" and, together with Standard & Poor's and Moody's, the time "Rating Agencies") is conditional upon the furnishing of execution documents or the taking of any other action by the Terms Agreement Company, the Company shall furnish such documents and ending 10 days after take any such other action. (k) On or before the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity AHFC shall annotate and indicate unambiguously in the computer records of more the Company and AHFC relating to the Receivables to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Company nor AHFC shall take any action inconsistent with the Trust's ownership of such Receivables, other than one year from as permitted by the date of issue (the “Clear Market Provision”)Sale and Servicing Agreement.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of SecuritiesUnderwriters: (a) The Company has filed or will file each Statutory Prospectus (including a Final the Prospectus) , properly completed, with the Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (2) (or, if applicable and after consultation with if consented to by the RepresentativesRepresentative, subparagraph (5)) not of Rule 424(b) no later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreementused. The Company has complied and will comply with advise the Representative promptly of any such filing pursuant to Rule 433 under the Act424(b). (b) The Company will advise the Representatives promptly Representative promptly, in writing, of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus and will afford the Representatives a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the Representative's reasonable consent; and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to supplementation of the Registration Statement, for any supplement to any Statutory Statement or the Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities Notes is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission (subject to the Representative's prior review pursuant to Section 5(b)), at its own expense, an amendment or supplement that which will correct such statement or omission omission, or an amendment that which 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. (d) As The Company will cause the Trust to make generally available to Noteholders, as soon as practicable, but no later than sixteen months after the Company will make publicly available date hereof, an earnings statement or statements of the Company Trust covering a period of at least twelve consecutive months beginning after the later of (i) the effective date of the registration statement relating to the Notes and its subsidiaries which will satisfy (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and, in each case, satisfying the provisions of Section 11(a) of the Act and (including Rule 158 under the Actpromulgated thereunder). (e) The Company will furnish to the Representatives Underwriters copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are the Representative reasonably requestedrequests. The Prospectus shall be furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Securities Notes for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives Representative may reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Notes; PROVIDED that in connection therewith the Company shall not be required to qualify as a foreign corporation to do business or to file a general consent to service of process in any such jurisdiction. (g) During the For a period of five years after from the date of any Terms Agreement, this Agreement until the retirement of the Notes (i) the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters, if anycopies of each certificate and the annual statements of compliance delivered to the Indenture Trustee pursuant to Section 3.09 of the Indenture and Sections 3.10 and 3.11 of the Sale and Servicing Agreement and the annual independent certified public accountant's servicing reports furnished to the Indenture Trustee pursuant to Section 3.12 of the Sale and Servicing Agreement, by first-class mail as soon as practicable after such statements and reports are furnished to the end Indenture Trustee, and (ii) such other forms of each fiscal yearperiodic certificates or reports as may be delivered to the Indenture Trustee, a copy of its annual report to stockholders for such year; the Owner Trustee or the Noteholders under the Indenture, the Sale and Servicing Agreement or the other Basic Documents. (h) So long as any Note is outstanding, the Company will furnish to the Representatives Representative by first-class mail as soon as availablepracticable, a copy of each report (i) all documents distributed, or definitive proxy statement of caused to be distributed, by the Company to the Noteholders, (ii) all documents filed with the Commission under the Exchange Act or mailed caused to stockholders; provided, however, that for so long as be filed by the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or any order of the Commission thereunder and (iii) such other information in accordance therewith files such reports and information with the Commission, which are available possession of the Company concerning the Trust as the Representative from time to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and informationtime may reasonably request. (hi) The Subject to the provisions of Section 9 hereof, the Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters (if and to the extent incurred by them) for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities Notes for sale in jurisdictions that the Representative may designate pursuant to Section 5(f) hereof and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate Representative reasonably designates and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities Notes, for any travel expenses of the officers and employees of the Underwriters and any other expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers of the Notes and for expenses incurred in distributing any Statutory Prospectus the Term Sheets and the Final Prospectus to the Underwriters (including any amendments and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investorssupplements thereto). (ij) If set forth in To the applicable Terms Agreementextent, for if any, that the rating provided with respect to the Notes by Xxxxx'x Investors Service, Inc. ("MOODY'S"), Standard & Poor's, a period beginning at division of The XxXxxx-Xxxx Companies, Inc. ("STANDARD & POOR'S"), and Fitch, Inc. ("FITCH" and, together with Standard & Poor's and Moody's, the time "RATING AGENCIES") is conditional upon the furnishing of execution documents or the taking of any other action by the Terms Agreement Company, the Company shall furnish such documents and ending 10 days after take any such other action. (k) On or before the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity AHFC shall annotate and indicate unambiguously in the computer records of more the Company and AHFC relating to the Receivables to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Company nor AHFC shall take any action inconsistent with the Trust's ownership of such Receivables, other than one year from as permitted by the date of issue (the “Clear Market Provision”)Sale and Servicing Agreement.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to CravathUnderwriters, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the RepresentativesCommission within the time periods specified by Rule 424(b) and Rule 430A, subparagraph (5)) not later than the second business day following the earlier of the date it is first used 430B or the date of the applicable Terms Agreement430C, as applicable. The Company has complied and will comply with Rule 433 under with respect to the ActSecurities, in all material respects. (b) The Company will prepare and file the Prospectus pursuant to and in accordance with Rule 424(b) and a pricing term sheet (the “Pricing Term Sheet”) reflecting the final terms of the Securities, and shall file the Prospectus in a form approved by the Representatives with the Commission pursuant to Rule 424 no later than the close of business on the second business day following the date of determination of the public offering price of the Securities, or if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C, as applicable. The Company will also file the Pricing Term Sheet as an Issuer Free Writing Prospectus to the extent required by Rule 433; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request. (c) Before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably object. (d) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) the institution by the Commission of any stop order proceedings pursuant to Section 8A under the Act in respect of the a Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its reasonable best efforts to prevent the issuance of any such stop order and to obtain obtain, as soon as possible possible, its lifting, if issued. (ce) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be required to be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives of such event and (ii) will promptly prepare and file with the Commission Commission, at its own expense, an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. Neither the Representatives’ 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. (df) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make publicly generally available to its security holders an earnings statement or statements covering a period of at least 12 months beginning after the effective date of the Company Registration Statement and its subsidiaries which will satisfy satisfying the provisions of Section 11(a) of the Act and Rule 158 under promulgated thereunder. For the Act. (e) The Company will furnish to the Representatives copies purposes of the Registration Statementprevious sentence, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested. (f) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable “Availability Date” means 60 days after the end of each the Company’s fourth fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement quarter of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (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 fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors. (i) If set forth in the applicable Terms Agreement, for a period beginning at the time of execution of the Terms Agreement and ending 10 days fiscal year after the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one fiscal year from the during which such effective date of issue (the “Clear Market Provision”)occurs.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representativesapplicable, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date execution and delivery of the applicable Terms this Agreement. The Company has complied and will comply with Rule 433 under the Act433. (b) The Company will promptly advise the Representatives promptly Representative of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will afford offer the Representatives Representative a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information and information, (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose, and (iv) and the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and or the suspension of any such qualification and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement that which will correct such statement or omission or an amendment that which 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the Company date of this Agreement and its subsidiaries which will satisfy satisfying the provisions of Section 11(a) of the Act and Rule 158 under the Act158. (e) The Company will furnish to the Representatives Representative copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are the Representative may from time to time reasonably requestedrequest. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will promptly from time to time take such action as any Underwriter may reasonably request to arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Representatives designate any Underwriter designates and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state or province. (g) During the a period of five years after the date of any Terms Agreementhereafter, the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters (i) as soon as available, a copy of each report or and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other public information concerning the Company as the Representative may reasonably request; provided, however, that for so long as the Company is required to file reports and information any such document filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and that is publicly available in accordance therewith files such reports and information with electronic form on the Commission, which are available to ’s EXXXX system or on the public without cost, the Representatives (and the other Underwriters) Company’s website shall not be deemed to have been furnished all such reports and informationprovided. (h) The Company will pay all expenses incident incidental to the performance of its obligations under the Operative Documents, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and delivery of the Offered Securities, the preparation and printing of this Agreement Agreement, the Offered Securities, the Indenture, the Preliminary Prospectus, any other documents comprising any part of the General Disclosure Package, the Final Prospectus, all amendments and will reimburse supplements thereto, and any other document relating to the Underwriters for issuance, offer, sale and delivery of the Offered Securities; (iii) any expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions in the United States and Canada as the Representatives may designate any Underwriter designates and the printing of memoranda relating thereto, for ; (iv) any fees charged by investment rating agencies for the rating of the Securities and for Offered Securities; (v) expenses incurred in distributing the Preliminary Prospectus, any Statutory Prospectus other documents comprising any part of the General Disclosure Package and the Final Prospectus (including any amendment and supplements thereto) to the Underwriters; (vi) costs and expenses related to the review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review); and (vii) all travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending meetings with prospective purchasers of the Offered Securities. It is understood that, except as provided in this Section and in Sections 9 and 12 hereof, the Underwriters will pay for all travel expenses incurred for preparingof the Underwriters’ employees and any other out-of-pocket expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, printing the fees of their counsel, transfer taxes on the resale of any of the Offered Securities by them and distributing any Issuer Free Writing Prospectus to investors or prospective investorsadvertising expenses connected with any offers they make. (i) If set forth The Company will use the net proceeds received in connection with this offering in the applicable Terms Agreement, for a period beginning at manner described in the time “Use of execution Proceeds” section of the Terms Agreement Final Prospectus and, except as disclosed in the Final Prospectus in compliance with Rule 5121 of the rules of FINRA, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter. (j) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities. (k) During the period of 30 days following the date hereof, Holdings will not and ending 10 days after the Closing Datewill not permit any of its subsidiaries to, without the prior written consent of the RepresentativesRepresentative (which consent may be withheld at the sole discretion of the Representative), the Company will not offerdirectly or indirectly, sell, offer, contract or grant any option to sell sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Act in respect of, any United States dollar-denominated debt securities that are substantially similar to the Offered Securities and are issued or guaranteed by the Company or guaranteed by Holdings, and having a maturity of more than one year from the date of issue issue. (l) The Company will obtain the approval of DTC for “Clear Market Provision”)book-entry” transfer of the Offered Securities, and will comply with all of its agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the Offered Securities by DTC for “book-entry” transfer. (m) The Company will use its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Offered Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representativesapplicable, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date execution and delivery of the applicable Terms this Agreement. The Company has complied and will comply with Rule 433 under the Act433. (b) The Company will promptly advise the Representatives promptly Representative of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will afford offer the Representatives Representative a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information and information, (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose, and (iv) and the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and or the suspension of any such qualification and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement that which will correct such statement or omission or an amendment that which 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the Company date of this Agreement and its subsidiaries which will satisfy satisfying the provisions of Section 11(a) of the Act and Rule 158 under the Act158. (e) The Company will furnish to the Representatives Representative copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are the Representative may from time to time reasonably requestedrequest. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will promptly from time to time take such action as any Underwriter may reasonably request to arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Representatives designate any Underwriter designates and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state or province. (g) During the a period of five years after the date of any Terms Agreementhereafter, the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters (i) as soon as available, a copy of each report or and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other public information concerning the Company as the Representative may reasonably request; provided, however, that for so long as the Company is required to file reports and information any such document filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and that is publicly available in accordance therewith files such reports and information with electronic form on the Commission, which are available to ’s XXXXX system or on the public without cost, the Representatives (and the other Underwriters) Company’s website shall not be deemed to have been furnished all such reports and informationprovided. (h) The Company will pay all expenses incident incidental to the performance of its obligations under the Operative Documents, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and delivery of the Offered Securities, the preparation and printing of this Agreement Agreement, the Offered Securities, the Indenture, the Preliminary Prospectus, any other documents comprising any part of the General Disclosure Package, the Final Prospectus, all amendments and will reimburse supplements thereto, and any other document relating to the Underwriters for issuance, offer, sale and delivery of the Offered Securities; (iii) any expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions in the United States and Canada as the Representatives may designate any Underwriter designates and the printing of memoranda relating thereto, for ; (iv) any fees charged by investment rating agencies for the rating of the Securities and for Offered Securities; (v) expenses incurred in distributing the Preliminary Prospectus, any Statutory Prospectus other documents comprising any part of the General Disclosure Package and the Final Prospectus (including any amendment and supplements thereto) to the Underwriters; (vi) costs and expenses related to the review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review); and (vii) all travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending meetings with prospective purchasers of the Offered Securities. It is understood that, except as provided in this Section and in Sections 9 and 12 hereof, the Underwriters will pay for all travel expenses incurred for preparingof the Underwriters’ employees and any other out-of-pocket expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, printing the fees of their counsel, transfer taxes on the resale of any of the Offered Securities by them and distributing any Issuer Free Writing Prospectus to investors or prospective investorsadvertising expenses connected with any offers they make. (i) If set forth The Company will use the net proceeds received in connection with this offering in the applicable Terms Agreement, for a period beginning at manner described in the time “Use of execution Proceeds” section of the Terms Agreement Final Prospectus and ending 10 in accordance with the covenants contained in the debt instruments described in the “Description of Our Other Indebtedness” section of the Final Prospectus and, except as disclosed in the Final Prospectus in compliance with Rule 5121 of the rules of FINRA, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter. (j) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities. (k) During the period of 30 days after following the Closing Datedate hereof, Holdings will not and will not permit any of its subsidiaries to, without the prior written consent of the RepresentativesRepresentative (which consent may be withheld at the sole discretion of the Representative), the Company will not offerdirectly or indirectly, sell, offer, contract or grant any option to sell sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Act in respect of, any United States dollar-denominated debt securities that are substantially similar to the Offered Securities and are issued or guaranteed by the Company or guaranteed by Holdings, and having a maturity of more than one year from the date of issue issue. (l) The Company will obtain the approval of DTC for “Clear Market Provision”)book-entry” transfer of the Offered Securities, and will comply with all of its agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the Offered Securities by DTC for “book-entry” transfer. (m) The Company will not voluntarily claim, and will actively resist any attempts to claim, the benefit of any usury laws against the holders of any Notes and the related Guaranties. (n) The Company will use its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Offered Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreement. The Company has complied and will comply with Rule 433 under the Act433. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information and (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities is (or or, but for the exemption in Rule 172 172, would be) required to be delivered under the Act in connection with sales by an underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) promptly notify the Representatives and (ii) promptly prepare and file with the Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance. (d) As soon as practicable, the Company will make publicly available an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested. (f) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives Representatives, as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished with all such reports and information. (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 fees and disbursements of counsel) incurred by them in connection with the qualification of the Registered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors. (i) If set forth in the applicable Terms Agreement, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after on the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue (the “Clear Market Provision”).

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representativesapplicable, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date execution and delivery of the applicable Terms this Agreement. The Company has complied and will comply with Rule 433 under the Act433. (b) The Company will promptly advise the Representatives promptly Representative of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will afford offer the Representatives Representative a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information and information, (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose, and (iv) and the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and or the suspension of any such qualification and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement that which will correct such statement or omission or an amendment that which 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the Company date of this Agreement and its subsidiaries which will satisfy satisfying the provisions of Section 11(a) of the Act and Rule 158 under the Act158. (e) The Company will furnish to the Representatives Representative copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are the Representative may from time to time reasonably requestedrequest. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will promptly from time to time take such action as any Underwriter may reasonably request to arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Representatives designate any Underwriter designates and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state or province. (g) During the a period of five years after the date of any Terms Agreementhereafter, the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters (i) as soon as available, a copy of each report or and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other public information concerning the Company as the Representative may reasonably request; provided, however, that for so long as the Company is required to file reports and information any such document filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and that is publicly available in accordance therewith files such reports and information with electronic form on the Commission, which are available to ’s XXXXX system or on the public without cost, the Representatives (and the other Underwriters) Company’s website shall not be deemed to have been furnished all such reports and informationprovided. (h) The Company will pay all expenses incident incidental to the performance of its obligations under the Operative Documents, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and delivery of the Offered Securities, the preparation and printing of this Agreement Agreement, the Offered Securities, the Indenture, the Preliminary Prospectus, any other documents comprising any part of the General Disclosure Package, the Final Prospectus, all amendments and will reimburse supplements thereto, and any other document relating to the Underwriters for issuance, offer, sale and delivery of the Offered Securities; (iii) any expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions in the United States and Canada as the Representatives may designate any Underwriter designates and the printing of memoranda relating thereto, for ; (iv) any fees charged by investment rating agencies for the rating of the Securities and for Offered Securities; (v) expenses incurred in distributing the Preliminary Prospectus, any Statutory Prospectus other documents comprising any part of the General Disclosure Package and the Final Prospectus (including any amendment and supplements thereto) to the Underwriters; (vi) costs and expenses related to the review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review); and (vii) all travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending meetings with prospective purchasers of the Offered Securities. It is understood that, except as provided in this Section and in Sections 8 and 11 hereof, the Underwriters will pay for all travel expenses incurred for preparingof the Underwriters’ employees and any other out-of-pocket expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, printing the fees of their counsel, transfer taxes on the resale of any of the Offered Securities by them and distributing any Issuer Free Writing Prospectus to investors or prospective investorsadvertising expenses connected with any offers they make. (i) If set forth The Company will use the net proceeds received in connection with this offering in the applicable Terms Agreement, for a period beginning at manner described in the time “Use of execution Proceeds” section of the Terms Agreement Final Prospectus and ending 10 in accordance with the covenants contained in the debt instruments described in the “Description of Our Other Indebtedness” section of the Final Prospectus and, except as disclosed in the Final Prospectus in compliance with Rule 5121 of the rules of FINRA, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter. (j) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities. (k) During the period of 30 days after following the Closing Datedate hereof, Holdings will not and will not permit any of its subsidiaries to, without the prior written consent of the RepresentativesRepresentative (which consent may be withheld at the sole discretion of the Representative), the Company will not offerdirectly or indirectly, sell, offer, contract or grant any option to sell sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Act in respect of, any United States dollar-denominated debt securities that are substantially similar to the Offered Securities and are issued or guaranteed by the Company or guaranteed by Holdings, and having a maturity of more than one year from the date of issue (other than in connection with the “Clear Market Provision”registration of the Exchange Securities (as defined in the Registration Rights Agreements) pursuant to the Registration Rights Agreements). (l) The Company will obtain the approval of DTC for “book-entry” transfer of the Offered Securities, and will comply with all of its agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the Offered Securities by DTC for “book-entry” transfer. (m) The Company will not voluntarily claim, and will actively resist any attempts to claim, the benefit of any usury laws against the holders of any Notes and the related Guaranties. (n) The Company will use its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Offered Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of SecuritiesUnderwriters: (a) The Company has filed or will file each Statutory Prospectus (including a Final the Prospectus) , properly completed, with the Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (2) (or, if applicable and after consultation with if consented to by the RepresentativesRepresentative, subparagraph (5)) not of Rule 424(b) no later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreementused. The Company has complied and will comply with advise the Representative promptly of any such filing pursuant to Rule 433 under the Act424(b). (b) The Company will advise the Representatives promptly Representative promptly, in writing, of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus and will afford the Representatives a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the Representative’s reasonable consent; and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to supplementation of the Registration Statement, for any supplement to any Statutory Statement or the Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities Notes is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission (subject to the Representative’s prior review pursuant to Section 5(b)), at its own expense, an amendment or supplement that which will correct such statement or omission omission, or an amendment that which 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. (d) As The Company will cause the Trust to make generally available to Noteholders, as soon as practicable, but no later than sixteen months after the Company will make publicly available date hereof, an earnings statement or statements of the Company Trust covering a period of at least twelve consecutive months beginning after the later of (i) the effective date of the registration statement relating to the Notes and its subsidiaries which will satisfy (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and, in each case, satisfying the provisions of Section 11(a) of the Act and (including Rule 158 under the Actpromulgated thereunder). (e) The Company will furnish to the Representatives Underwriters copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are the Representative reasonably requestedrequests. The Prospectus shall be furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Securities Notes for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives Representative may reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Notes; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation to do business or to file a general consent to service of process in any such jurisdiction. (g) During the For a period of five years after from the date of any Terms Agreement, this Agreement until the retirement of the Notes (i) the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters, if anycopies of each certificate and the annual statements of compliance delivered to the Indenture Trustee pursuant to Section 3.09 of the Indenture and Sections 3.10 and 3.11 of the Sale and Servicing Agreement and the annual independent certified public accountant’s servicing reports furnished to the Indenture Trustee pursuant to Section 3.12 of the Sale and Servicing Agreement, by first-class mail as soon as practicable after such statements and reports are furnished to the end Indenture Trustee, and (ii) such other forms of each fiscal yearperiodic certificates or reports as may be delivered to the Indenture Trustee, a copy of its annual report to stockholders for such year; the Owner Trustee or the Noteholders under the Indenture, the Sale and Servicing Agreement or the other Basic Documents. (h) So long as any Note is outstanding, the Company will furnish to the Representatives Representative by first-class mail as soon as availablepracticable, a copy of each report (i) all documents distributed, or definitive proxy statement of caused to be distributed, by the Company to the Noteholders, (ii) all documents filed with the Commission under the Exchange Act or mailed caused to stockholders; provided, however, that for so long as be filed by the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or any order of the Commission thereunder and (iii) such other information in accordance therewith files such reports and information with the Commission, which are available possession of the Company concerning the Trust as the Representative from time to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and informationtime may reasonably request. (hi) The Subject to the provisions of Section 9 hereof, the Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters (if and to the extent incurred by them) for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities Notes for sale in jurisdictions that the Representative may designate pursuant to Section 5(f) hereof and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate Representative reasonably designates and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities Notes, for any travel expenses of the officers and employees of the Underwriters and any other expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers of the Notes and for expenses incurred in distributing any Statutory Prospectus the Term Sheets and the Final Prospectus to the Underwriters (including any amendments and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investorssupplements thereto). (ij) If set forth in To the applicable Terms Agreementextent, for if any, that the rating provided with respect to the Notes by Xxxxx’x Investors Service, Inc. (“Xxxxx’x”), Standard & Poor’s, a period beginning at division of The XxXxxx-Xxxx Companies, Inc. (“Standard & Poor’s”), and Fitch Ratings (“Fitch” and, together with Standard & Poor’s and Xxxxx’x, the time “Rating Agencies”) is conditional upon the furnishing of execution documents or the taking of any other action by the Terms Agreement Company, the Company shall furnish such documents and ending 10 days after take any such other action. (k) On or before the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity AHFC shall annotate and indicate unambiguously in the computer records of more the Company and AHFC relating to the Receivables to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date neither the Company nor AHFC shall take any action inconsistent with the Trust’s ownership of such Receivables, other than one year from as permitted by the date of issue (the “Clear Market Provision”)Sale and Servicing Agreement.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the RepresentativesRepresentative, subparagraph (5subparagraph(5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreement. The Company has complied and will comply with Rule 433 under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) promptly notify the Representatives and (ii) promptly prepare and file with the Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance. (d) As soon as practicable, the Company will make publicly available an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested. (f) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (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 fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors. (i) If set forth in the applicable Terms Agreement, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue (the “Clear Market Provision”).

Certain Agreements of the Company. The Company agrees with the several Underwriters that it that: (a) Prior to the later of (i) termination of the offering of the Securities as determined by the Representatives and as evidenced by written notice thereof to the Company from the Representatives or (ii) the Closing Date, the Company will furnish not file any amendment of the Registration Statement or supplement (including the Final Prospectus but excluding any prospectus supplement relating to Cravatha subsequent issuance of securities) to the Basic Prospectus, Swaine & Xxxxx LLPand will not use, special counsel authorize, approve, refer to or file any Issuer Free Writing Prospectus (other than as listed on Schedule III hereto), unless the Company has furnished the Representatives a copy for the Underwriters Representatives’ review a reasonable time prior to filing thereof. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424(b) under the Act. The Company will not use, authorize, approve, refer to or file any Issuer Free Writing Prospectus to which the Representatives reasonably object. The Company will promptly advise the Representatives (or any other counsel named as counsel for i) when the Underwriters in any Terms AgreementFinal Prospectus shall have been filed with the Commission pursuant to Rule 424(b), one signed copy of (ii) when any Issuer Free Writing Prospectus shall have been filed with the Commission, (iii) when any amendment to the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreement. The Company has complied and will comply with Rule 433 under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplementSecurities shall have become effective, (iiiv) of any request by the Commission or its staff for any amendment of the Registration Statement or amendment of or supplement to the Registration Statement, Final Prospectus or for any supplement to any Statutory Prospectus or any additional information and information, (iiiv) of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or of any part thereof (the institution or the threatening of any proceeding for that purpose and (vi) of the 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) and . The Company will use its best all reasonable efforts to prevent the issuance of any such stop order and and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (cb) (i) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter (or dealersuch delivery is required but for Rule 172 under the Act), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an 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, not misleading, or if it is shall be necessary at any time to amend or supplement the Final Prospectus to comply with the ActAct or the Exchange Act or the respective rules thereunder, the Company shall (i) will promptly notify the Representatives Underwriters thereof and (ii) promptly prepare and file with the Commission Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance, and (ii) if at any time prior to the Closing Date, any event occurs as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Time of Sale Information to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly notify the Underwriters thereof and promptly prepare and file with the Commission (to the extent required), subject to the first sentence of paragraph (a) of this Section 4, and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Time of Sale Information which will correct such statement or omission or which will effect such compliance. (dc) As soon as practicable, the The Company will make publicly generally available within the meaning of Section 11(a) of the Act to its security holders an earnings statement, which need not be audited, covering a twelve-month period commencing after the date of this Agreement and ending not later than 15 months thereafter as soon as practicable following the end of such period, which earning statement or statements of the Company and its subsidiaries which will shall satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Actmay consist of earning statements covering successive fiscal quarters. (ed) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration StatementStatement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, including all exhibitsso long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (or such delivery is required but for Rule 172 under the Act), any Statutory Prospectus, any Issuer Free Writing Prospectus, as many copies of the Final Prospectus and all any amendments thereof and supplements thereto and each Issuer Free Writing Prospectus as the Representatives may reasonably request. The Company will pay the expenses of printing all documents relating to such documents, in each case as soon as available and in such quantities as are reasonably requestedthe offering unless otherwise agreed with the Representatives. (fe) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate and will continue maintain such qualifications in effect so long as required for the distributiondistribution of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified, take any action that would subject itself to taxation or to take any action that would subject it to the service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. (gf) During Until the period of five years after Business Day following the date of any Terms AgreementClosing Date, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (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 fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors. (i) If set forth in the applicable Terms Agreement, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Datenot, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell sell, or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by of the Company and having a maturity of which mature more than one year from following the date Closing Date and which are substantially similar to the Securities. (g) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of issue each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act. (h) The Company will assist the “Clear Market Provision”)Underwriters in arranging for the Securities to be eligible for clearance and settlement through The Depository Trust Company. (i) The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of SecuritiesUnderwriters: (a) The Company has filed or will file each Statutory Prospectus (including a Final the Prospectus) , properly completed, with the Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (2) (or, if applicable and after consultation with if consented to by the RepresentativesRepresentative, subparagraph (5)) not of Rule 424(b) no later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreementused. The Company has complied and will comply with advise the Representative promptly of any such filing pursuant to Rule 433 under the Act424(b). (b) The Company will advise the Representatives promptly Representative promptly, in writing, of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus and will afford the Representatives a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the Representative's reasonable consent; and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to supplementation of the Registration Statement, for any supplement to any Statutory Statement or the Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities Notes is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission (subject to the Representative's prior review pursuant to Section 5(b)), at its own expense, an amendment or supplement that which will correct such statement or omission omission, or an amendment that which 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. (d) As The Company will cause the Trust to make generally available to Noteholders, as soon as practicable, but no later than sixteen months after the Company will make publicly available date hereof, an earnings statement or statements of the Company Trust covering a period of at least twelve consecutive months beginning after the later of (i) the effective date of the registration statement relating to the Notes and its subsidiaries which will satisfy (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and, in each case, satisfying the provisions of Section 11(a) of the Act and (including Rule 158 under the Actpromulgated thereunder). (e) The Company will furnish to the Representatives Underwriters copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are the Representative reasonably requestedrequests. The Prospectus shall be furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Securities Notes for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives Representative may reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Notes; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation to do business or to file a general consent to service of process in any such jurisdiction. (g) During the For a period of five years after from the date of any Terms Agreement, this Agreement until the retirement of the Notes (i) the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters, if anycopies of each certificate and the annual statements of compliance delivered to the Indenture Trustee pursuant to Section 3.09 of the Indenture and Sections 3.10 and 3.11 of the Sale and Servicing Agreement and the annual independent certified public accountant's servicing reports furnished to the Indenture Trustee pursuant to Section 3.12 of the Sale and Servicing Agreement, by first-class mail as soon as practicable after such statements and reports are furnished to the end Indenture Trustee, and (ii) such other forms of each fiscal yearperiodic certificates or reports as may be delivered to the Indenture Trustee, a copy of its annual report to stockholders for such year; the Owner Trustee or the Noteholders under the Indenture, the Sale and Servicing Agreement or the other Basic Documents. (h) So long as any Note is outstanding, the Company will furnish to the Representatives Representative by first-class mail as soon as availablepracticable, a copy of each report (i) all documents distributed, or definitive proxy statement of caused to be distributed, by the Company to the Noteholders, (ii) all documents filed with the Commission under the Exchange Act or mailed caused to stockholders; provided, however, that for so long as be filed by the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or any order of the Commission thereunder and (iii) such other information in accordance therewith files such reports and information with the Commission, which are available possession of the Company concerning the Trust as the Representative from time to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and informationtime may reasonably request. (hi) The Subject to the provisions of Section 9 hereof, the Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters (if and to the extent incurred by them) for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities Notes for sale in jurisdictions that the Representative may designate pursuant to Section 5(f) hereof and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate Representative reasonably designates and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities Notes, for any travel expenses of the officers and employees of the Underwriters and any other expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers of the Notes and for expenses incurred in distributing any Statutory Prospectus the Term Sheets and the Final Prospectus to the Underwriters (including any amendments and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investorssupplements thereto). (ij) If set forth in To the applicable Terms Agreementextent, for if any, that the rating provided with respect to the Notes by Xxxxx'x Investors Service, Inc. ("Moody's"), Standard & Poor's, a period beginning at division of The XxXxxx-Xxxx Companies, Inc. ("Standard & Poor's"), and Fitch Inc. ("Fitch" and, together with Standard & Poor's and Moody's, the time "Rating Agencies") is conditional upon the furnishing of execution documents or the taking of any other action by the Terms Agreement Company, the Company shall furnish such documents and ending 10 days after take any such other action. (k) On or before the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity AHFC shall annotate and indicate unambiguously in the computer records of more the Company and AHFC relating to the Receivables to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Company nor AHFC shall take any action inconsistent with the Trust's ownership of such Receivables, other than one year from as permitted by the date of issue (the “Clear Market Provision”)Sale and Servicing Agreement.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representativesapplicable, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date execution and delivery of the applicable Terms this Agreement. The Company has complied and will comply with Rule 433 under the Act433. (b) The Company will promptly advise the Representatives promptly Representative of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will afford offer the Representatives Representative a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information and information, (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose, and (iv) and the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and or the suspension of any such qualification and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement that which will correct such statement or omission or an amendment that which 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the Company date of this Agreement and its subsidiaries which will satisfy satisfying the provisions of Section 11(a) of the Act and Rule 158 under the Act158. (e) The Company will furnish to the Representatives Representative copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are the Representative may from time to time reasonably requestedrequest. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will promptly from time to time take such action as any Underwriter may reasonably request to arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Representatives designate any Underwriter designates and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state or province. (g) During the a period of five years after the date of any Terms Agreementhereafter, the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters (i) as soon as available, a copy of each report or and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other public information concerning the Company as the Representative may reasonably request; provided, however, that for so long as the Company is required to file reports and information any such document filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and that is publicly available in accordance therewith files such reports and information with electronic form on the Commission, which are available to ’s XXXXX system or on the public without cost, the Representatives (and the other Underwriters) Company’s website shall not be deemed to have been furnished all such reports and informationprovided. (h) The Company will pay all expenses incident incidental to the performance of its obligations under the Operative Documents, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and delivery of the Offered Securities, the preparation and printing of this Agreement Agreement, the Offered Securities, the Indentures, the Preliminary Prospectus, any other documents comprising any part of the General Disclosure Package, the Final Prospectus, all amendments and will reimburse supplements thereto, and any other document relating to the Underwriters for issuance, offer, sale and delivery of the Offered Securities; (iii) any expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions in the United States and Canada as the Representatives may designate any Underwriter designates and the printing of memoranda relating thereto, for ; (iv) any fees charged by investment rating agencies for the rating of the Securities and for Offered Securities; (v) expenses incurred in distributing the Preliminary Prospectus, any Statutory Prospectus other documents comprising any part of the General Disclosure Package and the Final Prospectus (including any amendment and supplements thereto) to the Underwriters; (vi) costs and expenses related to the review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review); and (vii) all travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending meetings with prospective purchasers of the Offered Securities. It is understood that, except as provided in this Section and in Sections 9 and 12 hereof, the Underwriters will pay for all travel expenses incurred for preparingof the Underwriters’ employees and any other out-of-pocket expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, printing the fees of their counsel, transfer taxes on the resale of any of the Offered Securities by them and distributing any Issuer Free Writing Prospectus to investors or prospective investorsadvertising expenses connected with any offers they make. (i) If set forth The Company will use the net proceeds received in connection with this offering in the applicable Terms Agreement, for a period beginning at manner described in the time “Use of execution Proceeds” section of the Terms Agreement Final Prospectus and ending 10 in accordance with the covenants contained in the debt instruments described in the “Description of Our Other Indebtedness” section of the Final Prospectus and, except as disclosed in the Final Prospectus in compliance with Rule 5121 of the rules of FINRA, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter. (j) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities. (k) During the period of 30 days after following the Closing Datedate hereof, Holdings will not and will not permit any of its subsidiaries to, without the prior written consent of the RepresentativesRepresentative (which consent may be withheld at the sole discretion of the Representative), the Company will not offerdirectly or indirectly, sell, offer, contract or grant any option to sell sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Act in respect of, any United States dollar-denominated debt securities that are substantially similar to the Offered Securities and are issued or guaranteed by the Company or guaranteed by Holdings, and having a maturity of more than one year from the date of issue issue. (l) The Company will obtain the approval of DTC for “Clear Market Provision”)book-entry” transfer of the Offered Securities, and will comply with all of its agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the Offered Securities by DTC for “book-entry” transfer. (m) The Company will not voluntarily claim, and will actively resist any attempts to claim, the benefit of any usury laws against the holders of any Notes and the related Guaranties. (n) The Company will use its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Offered Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representativesapplicable, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date execution and delivery of the applicable Terms this Agreement. The Company has complied and will comply with Rule 433 under the Act433. (b) The Company will promptly advise the Representatives promptly Representative of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will afford offer the Representatives Representative a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information and information, (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose, and (iv) and the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and or the suspension of any such qualification and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement that which will correct such statement or omission or an amendment that which 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the Company date of this Agreement and its subsidiaries which will satisfy satisfying the provisions of Section 11(a) of the Act and Rule 158 under the Act158. (e) The Company will furnish to the Representatives Representative copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are the Representative may from time to time reasonably requestedrequest. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will promptly from time to time take such action as any Underwriter may reasonably request to arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Representatives designate any Underwriter designates and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state or province. (g) During the a period of five years after the date of any Terms Agreementhereafter, the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters (i) as soon as available, a copy of each report or and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other public information concerning the Company as the Representative may reasonably request; provided, however, that for so long as the Company is required to file reports and information any such document filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and that is publicly available in accordance therewith files such reports and information with electronic form on the Commission, which are available to ’s XXXXX system or on the public without cost, the Representatives (and the other Underwriters) Company’s website shall not be deemed to have been furnished all such reports and informationprovided. (h) The Company will pay all expenses incident incidental to the performance of its obligations under the Operative Documents, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and delivery of the Offered Securities, the preparation and printing of this Agreement Agreement, the Offered Securities, the Indenture, the Preliminary Prospectus, any other documents comprising any part of the General Disclosure Package, the Final Prospectus, all amendments and will reimburse supplements thereto, and any other document relating to the Underwriters for issuance, offer, sale and delivery of the Offered Securities; (iii) any expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions in the United States and Canada as the Representatives may designate any Underwriter designates and the printing of memoranda relating thereto, for ; (iv) any fees charged by investment rating agencies for the rating of the Securities and for Offered Securities; (v) expenses incurred in distributing the Preliminary Prospectus, any Statutory Prospectus other documents comprising any part of the General Disclosure Package and the Final Prospectus (including any amendment and supplements thereto) to the Underwriters; (vi) costs and expenses related to the review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review); and (vii) all travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending meetings with prospective purchasers of the Offered Securities. It is understood that, except as provided in this Section and in Sections 9 and 12 hereof, the Underwriters will pay for all travel expenses incurred for preparingof the Underwriters’ employees and any other out-of-pocket expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, printing the fees of their counsel, transfer taxes on the resale of any of the Offered Securities by them and distributing any Issuer Free Writing Prospectus to investors or prospective investorsadvertising expenses connected with any offers they make. (i) If set forth The Company will use the net proceeds received in connection with this offering in the applicable Terms Agreement, for a period beginning at manner described in the time “Use of execution Proceeds” section of the Terms Agreement Final Prospectus and, except as disclosed in the Final Prospectus in compliance with Rule 5121 of the rules of FINRA, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter. (j) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities. (k) During the period of 30 days following the date hereof, Holdings will not and ending 10 days after the Closing Datewill not permit any of its subsidiaries to, without the prior written consent of the RepresentativesRepresentative (which consent may be withheld at the sole discretion of the Representative), the Company will not offerdirectly or indirectly, sell, offer, contract or grant any option to sell sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Act in respect of, any United States dollar-denominated debt securities that are substantially similar to the Offered Securities and are issued or guaranteed by the Company or guaranteed by Holdings, and having a maturity of more than one year from the date of issue issue. (l) The Company will obtain the approval of DTC for “Clear Market Provision”)book-entry” transfer of the Offered Securities, and will comply with all of its agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the Offered Securities by DTC for “book-entry” transfer. (m) The Company will not voluntarily claim, and will actively resist any attempts to claim, the benefit of any usury laws against the holders of any Notes and the related Guaranties. (n) The Company will use its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Offered Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of SecuritiesUnderwriters: (a) The Company has filed or will file each Statutory Prospectus (including a Final the Prospectus) , properly completed, with the Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (2) (or, if applicable and after consultation with if consented to by the RepresentativesRepresentative, subparagraph (5)) not of Rule 424(b) no later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreementused. The Company has complied and will comply with advise the Representative promptly of any such filing pursuant to Rule 433 under the Act424(b). (b) The Company will advise the Representatives promptly Representative promptly, in writing, of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus and will afford the Representatives a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the Representative’s reasonable consent; and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to supplementation of the Registration Statement, for any supplement to any Statutory Statement or the Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities Notes is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission (subject to the Representative’s prior review pursuant to Section 5(b)), at its own expense, an amendment or supplement that which will correct such statement or omission omission, or an amendment that which 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. (d) As The Company will cause the Trust to make generally available to Noteholders, as soon as practicable, but no later than sixteen months after the Company will make publicly available date hereof, an earnings statement or statements of the Company Trust covering a period of at least twelve consecutive months beginning after the later of (i) the effective date of the registration statement relating to the Notes and its subsidiaries which will satisfy (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and, in each case, satisfying the provisions of Section 11(a) of the Act and (including Rule 158 under the Actpromulgated thereunder). (e) The Company will furnish to the Representatives Underwriters copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are the Representative reasonably requestedrequests. The Prospectus shall be furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Securities Notes for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives Representative may reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Notes; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation to do business or to file a general consent to service of process in any such jurisdiction. (g) During the For a period of five years after from the date of any Terms Agreement, this Agreement until the retirement of the Notes (i) the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters, if anycopies of each certificate and the annual statements of compliance delivered to the Indenture Trustee pursuant to Section 3.09 of the Indenture and Sections 3.10 and 3.11 of the Sale and Servicing Agreement and the annual independent certified public accountant’s servicing reports furnished to the Trust pursuant to Section 3.12 of the Sale and Servicing Agreement, by first-class mail as soon as practicable after such statements and reports are furnished to the end Indenture Trustee or the Trust, as the case may be, and (ii) such other forms of each fiscal yearperiodic certificates or reports as may be delivered to the Indenture Trustee, a copy of its annual report to stockholders for such year; the Owner Trustee or the Noteholders under the Indenture, the Sale and Servicing Agreement or the other Basic Documents. (h) So long as any Note is outstanding, the Company will furnish to the Representatives Representative by first-class mail as soon as availablepracticable, a copy of each report (i) all documents distributed, or definitive proxy statement of caused to be distributed, by the Company to the Noteholders, (ii) all documents filed with the Commission under the Exchange Act or mailed caused to stockholders; provided, however, that for so long as be filed by the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or any order of the Commission thereunder and (iii) such other information in accordance therewith files such reports and information with the Commission, which are available possession of the Company concerning the Trust as the Representative from time to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and informationtime may reasonably request. (hi) The Subject to the provisions of Section 9 hereof, the Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters (if and to the extent incurred by them) for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities Notes for sale in jurisdictions that the Representative may designate pursuant to Section 5(f) hereof and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate Representative reasonably designates and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities Notes, for any travel expenses of the officers and employees of the Underwriters and any other expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers of the Notes and for expenses incurred in distributing any Statutory Prospectus the Term Sheets and the Final Prospectus to the Underwriters (including any amendments and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investorssupplements thereto). (ij) If set forth in To the applicable Terms Agreementextent, for if any, that the rating provided with respect to the Notes by Xxxxx’x Investors Service, Inc. (“Xxxxx’x”), Standard & Poor’s, a period beginning at division of The XxXxxx-Xxxx Companies, Inc. (“Standard & Poor’s”), or Fitch Ratings (“Fitch” and, together with Standard & Poor’s and Xxxxx’x, the time “Rating Agencies”) is conditional upon the furnishing of execution documents or the taking of any other action by the Terms Agreement Company, the Company shall furnish such documents and ending 10 days after take any such other action. (k) On or before the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity AHFC shall annotate and indicate unambiguously in the computer records of more the Company and AHFC relating to the Receivables to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date neither the Company nor AHFC shall take any action inconsistent with the Trust’s ownership of such Receivables, other than one year from as permitted by the date of issue (the “Clear Market Provision”)Sale and Servicing Agreement.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with if consented to by the Representatives, subparagraph (5), such consent not to be unreasonably withheld or delayed) not later than the second business day following the earlier execution and delivery of the date it is first used or the date of the applicable Terms this Agreement. The Company has complied will also prepare a final term sheet, containing solely the terms of the Offered Securities, in the form set out in Schedule C, and will comply file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule and file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433 433(d) under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford not undertake any such amendment or supplement if the Representatives a reasonable opportunity to comment on any such proposed amendment or supplementreasonably object in writing thereto; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered (whether physically or through compliance with Rule 172 under the Act Act) in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Registration Statement or the Prospectus to comply with the Act, the Company shall (i) promptly will notify the Representatives of such event and (ii) will promptly prepare and file with the Commission Commission, at its own expense, an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. Neither the Representatives’ 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the later of (i) the effective date of the Company registration statement relating to the Offered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and its subsidiaries (iii) the date of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, Statement in the form it became effective (including all exhibits) and of all amendments thereto, any Statutory Prospectusrelated preliminary prospectus, any Issuer Free Writing Prospectusrelated preliminary prospectus supplement, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requestedthe Representatives request. The Prospectus shall be so furnished on or prior to 3:00 p.m., New York time, on the business day following the execution and delivery of this Agreement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (h) The Company will pay all expenses incident incidental to the performance of its obligations under this Agreement and will reimburse the Underwriters Agreement, for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus Prospectuses to investors or prospective investors; provided that the Underwriters (acting collectively) will reimburse the Company for up to $150,000 of expenses incurred by the Company in the performance of its obligations under this Agreement. (ih) If set forth in the applicable Terms Agreement, for For a period beginning at the time of execution of the Terms Agreement and ending 10 60 days after the Closing Datedate of this Agreement, neither the Company nor its subsidiaries will, without the prior written consent of the RepresentativesBarclays Bank PLC, the Company will not offer, sell, contract to sell sell, pledge or otherwise dispose of of, directly or indirectly, any United States dollar-denominated debt securities registered under the Securities Act or eligible for trading pursuant to Regulation S or Rule 144A, issued or guaranteed by the Company or its subsidiaries and having a maturity of more than one year from the date of issue issue, except issuances of exchangeable securities of the size and type previously described to the Representatives; provided that the Company may offer and sell one or more series of senior notes, the proceeds of which are used to repurchase or redeem outstanding senior notes of the Company. (i) The Company will assist the “Clear Market Provision”)Underwriters in arranging for the Offered Securities to be eligible for clearance and settlement through Euroclear and Clearstream and to maintain such eligibility for so long as such Offered Securities remain outstanding. (j) The Company and each of the Subsidiary Guarantors will, jointly and severally, indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax, including any interest and penalties in the United States, Ireland or any other jurisdiction, on the creation, issuance and sale of the Offered Securities and on the initial resale thereof by the Underwriters and on the execution and delivery of this Agreement. (k) The Company further agrees that all amounts payable hereunder shall be paid in euro and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the persons entitled to such payments will receive the amount that such persons would otherwise have received but for such deduction or withholding after allowing for any tax credit or other benefit each such person receives by reason of such deduction or withholding.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of SecuritiesUnderwriters: (a) The Company has filed or will file each Statutory Prospectus (including a Final the Prospectus) , properly completed, with the Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (2) (or, if applicable and after consultation with if consented to by the RepresentativesRepresentative, subparagraph (5)) not of Rule 424(b) no later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreementused. The Company has complied and will comply with advise the Representative promptly of any such filing pursuant to Rule 433 under the Act424(b). (b) The Company will advise the Representatives promptly Representative promptly, in writing, of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus and will afford the Representatives a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the Representative’s reasonable consent; and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to supplementation of the Registration Statement, for any supplement to any Statutory Statement or the Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities Notes is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission (subject to the Representative’s prior review pursuant to Section 5(b)), at its own expense, an amendment or supplement that which will correct such statement or omission omission, or an amendment that which 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. (d) As The Company will cause the Trust to make generally available to Noteholders, as soon as practicable, but no later than sixteen months after the Company will make publicly available date hereof, an earnings statement or statements of the Company Trust covering a period of at least twelve consecutive months beginning after the later of (i) the effective date of the registration statement relating to the Notes and its subsidiaries which will satisfy (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and, in each case, satisfying the provisions of Section 11(a) of the Act and (including Rule 158 under the Actpromulgated thereunder). (e) The Company will furnish to the Representatives Underwriters copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are the Representative reasonably requestedrequests. The Prospectus shall be furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Securities Notes for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives Representative may reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Notes; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation to do business or to file a general consent to service of process in any such jurisdiction. (g) During the For a period of five years after from the date of any Terms Agreement, this Agreement until the retirement of the Notes (i) the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters, if anycopies of each certificate and the annual statements of compliance delivered to the Indenture Trustee pursuant to Section 3.09 of the Indenture and Sections 3.10 and 3.11 of the Sale and Servicing Agreement and the annual independent certified public accountant’s servicing reports furnished to the Trust pursuant to Section 3.12 of the Sale and Servicing Agreement, by first-class mail as soon as practicable after such statements and reports are furnished to the end Indenture Trustee or the Trust, as the case may be, and (ii) such other forms of each fiscal yearperiodic certificates or reports as may be delivered to the Indenture Trustee, a copy of its annual report to stockholders for such year; the Owner Trustee or the Noteholders under the Indenture, the Sale and Servicing Agreement or the other Basic Documents. (h) So long as any Note is outstanding, the Company will furnish to the Representatives Representative by first-class mail as soon as availablepracticable, a copy of each report (i) all documents distributed, or definitive proxy statement of caused to be distributed, by the Company to the Noteholders, (ii) all documents filed with the Commission under the Exchange Act or mailed caused to stockholders; provided, however, that for so long as be filed by the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or any order of the Commission thereunder and (iii) such other information in accordance therewith files such reports and information with the Commission, which are available possession of the Company concerning the Trust as the Representative from time to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and informationtime may reasonably request. (hi) The Subject to the provisions of Section 10 hereof, the Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters (if and to the extent incurred by them) for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities Notes for sale in jurisdictions that the Representative may designate pursuant to Section 5(f) hereof and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate Representative reasonably designates and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities Notes, for any travel expenses of the officers and employees of the Underwriters and any other expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers of the Notes and for expenses incurred in distributing any Statutory Prospectus the Term Sheets and the Final Prospectus to the Underwriters (including any amendments and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investorssupplements thereto). (ij) If set forth in To the applicable Terms Agreementextent, for if any, that the rating provided with respect to the Notes by Xxxxx’x Investors Service, Inc. (“Xxxxx’x”), Standard & Poor’s, a period beginning at division of The XxXxxx-Xxxx Companies, Inc. (“Standard & Poor’s”), or Fitch Ratings (“Fitch” and, together with Standard & Poor’s and Xxxxx’x, the time “Rating Agencies”) is conditional upon the furnishing of execution documents or the taking of any other action by the Terms Agreement Company, the Company shall furnish such documents and ending 10 days after take any such other action. (k) On or before the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity AHFC shall annotate and indicate unambiguously in the computer records of more the Company and AHFC relating to the Receivables to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date neither the Company nor AHFC shall take any action inconsistent with the Trust’s ownership of such Receivables, other than one year from as permitted by the date of issue (the “Clear Market Provision”)Sale and Servicing Agreement.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with consented to by the Representatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date execution and delivery of the applicable Terms this Agreement. The Company has complied and will comply with Rule 433 under the Act433. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the any Registration Statement or any Statutory Prospectus and will afford the Representatives a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplement without the Representatives’ consent; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the any Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or or, but for the exemption in Rule 172 172, would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives of such event and (ii) will promptly prepare and file with the Commission Commission, at its own expense, an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. Neither the Representatives’ 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. (d) As soon as practicable, but not later than 16 months after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the Company date of this Agreement and its subsidiaries which will satisfy satisfying the provisions of Section 11(a) of the Act and Rule 158 under the Act158. (e) The Company will furnish to the Representatives copies of the each Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requestedthe Representatives request. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreementhereafter, upon request, the Company will furnish to the Representatives and, upon request, and to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (h) For a period of ninety (90) days after the date of this Agreement, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representatives except that these restrictions shall not apply to, and no prior written consent of the Representatives shall be required for, (i) issuances of Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of stock options or other equity awards pursuant to the terms of a plan in effect on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, issuances of Securities pursuant to the exercise, vesting or settlement of such options or other equity awards or issuances of Securities pursuant to the Company’s employee stock purchase plan as in effect on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus or (ii) the filing with the Commission of any registration statement on Form S-8 under the Act, or any amendments thereto, as contemplated by the General Disclosure Package and the Final Prospectus. (i) The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement Agreement, including but not limited to, any filing fees and will reimburse the Underwriters for any other expenses (including documented fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the preparation and printing of memoranda relating thereto, for any costs and expenses related to review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees charged by investment rating agencies and the fees and expenses of counsel for the rating Underwriters relating to such review), any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, including 75% of the cost of any aircraft chartered with the consent of the Company in connection with attending or hosting such meetings, fees and expenses incident to listing the Offered Securities on the NASDAQ Global Select Market, fees and for expenses in connection with the registration of the Offered Securities under the Act, expenses incurred in distributing any Statutory Prospectus preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus Prospectuses to investors or prospective investors. (ij) If set forth in the applicable Terms AgreementThe Company represents and agrees that, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not offermake any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, sellor that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, contract required to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed be filed with the Commission. Any such free writing prospectus consented to by the Company and having the Representatives is hereinafter referred to as a maturity “Permitted Free Writing Prospectus.” The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of more than one year Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. (k) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Securities or any other reference security, whether to facilitate the sale or resale of the Offered Securities or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M. If the limitations of Rule 102 of Regulation M (“Rule 102”) do not apply with respect to the Offered Securities or any other reference security pursuant to any exception set forth in Section (d) of Rule 102, then promptly upon notice from the date Representatives (or, if later, at the time stated in the notice), the Company will, and shall cause each of issue its affiliates to, comply with Rule 102 as though such exception were not available but the other provisions of Rule 102 (as interpreted by the “Clear Market Provision”)Commission) did apply.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to CravathUnderwriters, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) pursuant to and in accordance with Rule 424(b)(2424(b) (or, if applicable and after consultation with consented to by the Representatives, subparagraph (5)6)(j) below) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms this Agreement. The Company Company, in all material respects, has complied and will comply with Rule 433 under with respect to the ActOffered Securities. (b) The Company will prepare and file the Prospectus pursuant to and in accordance with Rule 424(b) and a pricing term sheet (the “Pricing Term Sheet”) reflecting the final terms of the Offered Securities, in form and substance satisfactory to the Representatives, and shall file such Pricing Term Sheet as an Issuer Free Writing Prospectus pursuant to Rule 433 (or, if applicable and consented to by the Representatives, subparagraph (6)(j) below) not later than the second business day following the date of this Agreement. (c) The Company will advise the Representatives reasonably promptly of any proposal to amend or supplement the Registration Statement or any the Statutory Prospectus and will afford the Representatives Representatives’ a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives reasonably promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the a Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its reasonable best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (cd) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be required to be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) will reasonably promptly notify the Representatives of such event and (ii) will reasonably promptly prepare and file with the Commission Commission, at its own expense, an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. Neither the Representatives’ 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. (de) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the effective date of the Company Registration Statement and its subsidiaries which will satisfy satisfying the provisions of Section 11(a) of the Act and Rule 158 under Act. For the Actpurposes of the previous sentence, “Availability Date” means 60 days after the end of the Company’s fourth fiscal quarter of the fiscal year after the fiscal year during which such effective date occurs. (ef) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, any Issuer Free Writing Prospectusrelated preliminary prospectus supplement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are the Representatives reasonably requestedrequest. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (fg) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate may reasonably request and will continue such qualifications in effect so long as required for the distribution. (gh) During The Company will pay all expenses incidental to the period performance of five years after the date of any Terms its obligations under this Agreement, for any filing fees and other expenses incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives may reasonably request (including the reasonable fees and disbursements of one counsel) and the printing of memoranda relating thereto, for the filing fee incident to the review by the National Association of Securities Dealers, Inc. of the Offered Securities, for any expenses of the Company’s officers and employees and any other expenses of the Company will in connection with hosting teleconference meetings with prospective purchasers of the Offered Securities, for expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments and supplements thereto, for expenses incurred in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, and any fees payable to investment rating agencies with respect to the Offered Securities. (i) To furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after Underwriters for a period of three years from the end date of each fiscal year, a copy this Agreement (i) copies of its annual report to stockholders for such year; and any reports or other communications which the Company will furnish shall send to the Representatives as soon as availableits shareholders or shall from time to time publish or publicly disseminate, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and (ii) such other information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (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 fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale under the laws of such jurisdictions as the Representatives may designate and reasonably request regarding the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors Company or prospective investorsits subsidiaries. (ij) If set forth in the applicable Terms AgreementThe Company represents and agrees that, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not offermake any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, sell, contract or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405. Any such free writing prospectus consented to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having the Representatives is hereinafter referred to as a maturity “Permitted Free Writing Prospectus.” The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of more than one year Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. (k) To apply the net proceeds from the sale of the Offered Securities in the manner set forth under the caption “Use of Proceeds” in the Prospectus. (l) The Company will not, without the consent of the Representatives, offer or sell, or publicly announce its intention to offer or sell, (i) any equity or debt securities pursuant to a public offering or (ii) any equity or unsecured debt securities pursuant to a private placement which contemplates the purchasers of such equity or debt securities receiving customary registration rights, in each case during the period beginning on the date of issue (this Agreement and ending on the “Clear Market Provision”)Closing Date. The Company has not taken, and will not take, directly or indirectly, any action which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Offered Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath________, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement)Underwriters, one signed copy of the Registration Statement relating to the Registered SecuritiesDebt Securities and, if the Underwriters have the right to elect to take delivery of some or all of the Securities in the form of ADNs, one copy of the ADN Registration Statement, including all exhibits, in the form it in which each became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will prepare the Prospectus in a form approved by the Representatives and will file each Statutory the Prospectus (including a Final Prospectus) with the Commission pursuant to and in accordance with Rule 424(b)(2424(b) (or, if applicable and after consultation with under the Representatives, subparagraph (5)) Act not later than the Commission's close of business on the second business day following the earlier execution and delivery of the date it is first used or the date of the applicable Terms Agreement. The Company has complied Agreement referred to in Section 3 and will comply with Rule 433 under make no further amendment to the ActRegistration Statement or amendment or supplement to the Prospectus (other than those relating solely to an offering of securities other than the Securities) prior to the Closing Date which in any case shall be disapproved by the Representatives promptly after reasonable notice thereof. (b) The During the time when a prospectus relating to the Securities is required to be delivered under the Act, (i) the Company will advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed (other than those relating solely to an offering of securities other than the Securities) and furnish the Representatives copies thereof; (ii) the Company will file promptly all reports required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14(d) or 15(d) of the Exchange Act subsequent to the date of the Prospectus; (iii) the Company will advise the Representatives promptly of any proposal to amend request by the Commission for the amending or supplement supplementing of the Registration Statement or of any Statutory Prospectus part thereof or for additional information (other than solely in respect of an offering of securities other than the Securities), and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued; and (iv) the Company will advise the Representatives promptly of the 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 threat of any proceeding for such purpose. (c) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter or dealerAct, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were mademade when such Prospectus is delivered, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Final Prospectus or to file under the Exchange Act any document to be incorporated by reference in the Prospectus in order to comply with the Act, the Trust Indenture Act or the Exchange Act, the Company shall (i) promptly will notify the Representatives and (ii) promptly at the Representatives' request file such document and prepare and file with furnish without charge to each Underwriter and to any dealer in securities as many copies as the Commission Representatives may from time to time reasonably request of an amendment amended Prospectus or a supplement to the Prospectus, or the document that will be filed under the Exchange Act so as to be incorporated by reference in the Prospectus, which will correct such statement or omission or an amendment that will effect such compliance, provided, that in case any Underwriter is required to deliver a prospectus in connection with sales of any of the Securities or, if applicable, ADNs at any time nine months or more after the time of issue of the Prospectus, upon the Representatives' request but at the expense of such Underwriter, the Company promptly will prepare and deliver to such Underwriter as many copies as the Representatives may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act. Neither the Representatives' 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 5. (d) As If necessary, the Company will promptly from time to time take such action as the Representatives may reasonably request to qualify the Securities for offering and sale and to determine their eligibility for investment under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws as to permit the continuance of sales and dealings therein in such jurisdictions for so 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 or unlimited consent to process in any jurisdiction. (e) The Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the Company will make publicly available effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement or statements of the Company and its subsidiaries (which will satisfy the provisions of need not be audited) complying with Section 11(a) of the Act and the Rules and Regulations (including, at the option of the Company, Rule 158 under the Act). (ef) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Preliminary Prospectus and the Prospectus and during the time when a prospectus relating to the Securities is required to be delivered under the Act, all amendments and supplements to such documentsdocuments (other than those solely relating to an offering of securities other than the Securities), in each case as soon as available and in such quantities as are reasonably requested. (fg) The Company will arrange for pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Debt Securities and, if applicable, the ADNs under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the ADN Registration Statement (if applicable), any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing any Agreement among Underwriters, any Selling Agreements, this Agreement, any Terms Agreement, the Deposit Agreement (if applicable), the Indenture, any Blue Sky Memorandum, Legal Investment Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) if applicable, all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(d), including the laws reasonable fees and disbursements of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required counsel for the distribution. Underwriters in connection with any Blue Sky Memorandum or Legal Investment Survey; (giv) During any fees charged by securities rating services for rating the period Securities; (v) the cost of five years after preparing the date of any Terms Agreement, Securities; (vi) the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; fees and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (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 fees and disbursements of counsel) incurred of the Trustee under the Indenture; (vii) the fees and expenses of the Authorized Agent (as defined in Section 12); (viii) if applicable, the fees and expenses (including fees and disbursements of counsel), if any, of the Depositary and any custodian appointed under the Deposit Agreement, other than the fees and expenses to be paid by them holders of ADNs (other than the Underwriters in connection with qualification the initial purchase of ADNs, if any, pursuant to a Terms Agreement referred to in Section 3); (ix) if applicable, except as provided below, all stamp or transfer taxes, if any, arising as a result of the Registered deposit by the Company of the Debt Securities for sale under with the laws of such jurisdictions as the Representatives may designate Depositary, if applicable, and the printing issuance and delivery of memoranda relating theretothe ADNRs evidencing ADNs in exchange therefor by the Depositary to the Company, for any fees charged of the sale and delivery of the Debt Securities by investment rating agencies the Company to or for the rating account of the Underwriters and by the Underwriters to each other and to or for the account of the initial purchasers thereof in the manner contemplated hereunder; and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section; provided, however, that, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, travel expenses and any advertising expenses incurred in connection with the transactions contemplated hereby. (h) To use the net proceeds received by it from the sale of the Securities and for expenses incurred in distributing any Statutory Prospectus pursuant to this Agreement and the Final Terms Agreement referred to in Section 3 in the manner specified in the Prospectus to under the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investorscaption "Use of Proceeds". (i) If set forth in the applicable Terms Agreement, for a period beginning at Underwriters have the time of execution of right under the Terms Agreement referred to in Section 3 to take delivery of some or all of the Securities in the form of ADNs and ending 10 days after if they have elected to take delivery of some or all of the Securities in the form of ADNs, prior to the relevant Closing Date, without the prior consent of the Representatives, the Company will not offerdeposit the relevant Debt Securities with the Depositary in accordance with the provisions of the Deposit Agreement and otherwise will comply with the Deposit Agreement so that ADNRs evidencing the requisite number of ADNs will be executed (and, sellif applicable, contract to sell or otherwise dispose of any United States dollar-denominated debt securities countersigned) and issued or guaranteed by the Company Depositary against receipt of such Debt Securities and having a maturity of more than one year from delivered to the date of issue (Underwriters on the “Clear Market Provision”)Closing Date.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement registration statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will timely file each Statutory the Prospectus (including a Final Prospectus) with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with 424(b); the Representatives, subparagraph (5Company will advise you promptly of any such filing pursuant to Rule 424(b)) not later than ; the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreement. The Company has complied and will comply with Rule 433 under the Act. (b) The Company will advise the Representatives Representative promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus and will afford the Representatives Representative a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives Representative promptly of (i) the filing and effectiveness of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its reasonable best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued; the Company will advise the Representative of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, or the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or, to its knowledge, the 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 the Prospectus. (b) The Company will prepare a final term sheet, containing a description of the Securities, in a form approved by the Representative and attached hereto as Schedule C, and file such term sheet pursuant to Rule 433(d) under the Act within the time period prescribed by such Rule. (c) The 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 to the date of the Prospectus for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Securities. (d) The Company will comply with the requirements of Rule 433 with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to each such Issuer Free Writing Prospectus. (e) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act (or in connection with sales by an underwriter or dealerlieu thereof, the notice referred to in Rule 173(a) under the Act), any event occurs in the reasonable judgment of the Representative or the Company as a result of which the Final Registration Statement, the Pricing Disclosure Package (prior to the availability of the Prospectus) or the Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Final Registration Statement, the Pricing Disclosure Package or the Prospectus or to file under the Exchange Act any document incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, if applicable, the Company shall (i) will promptly notify the Representatives Representative and (ii) promptly will prepare and file with the Commission Commission, subject to Section 4(a) herein, an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. (df) The Company will not, without the prior consent of the Representative, (A) make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act, except for any Issuer Free Writing Prospectus set forth in Schedule B hereto, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Act with respect to the Offering or the Securities other than as set forth in Schedule B hereto. The Company consents to the use by any Underwriter of any free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Securities or their offering and that is included in any Preliminary Prospectus, (ii) information that describes the final terms of the Securities or their offering and that is included in the term sheet of the Company contemplated in Section (4)(b) of this Agreement or (iii) information permitted by Rule 134 under the Act. Notwithstanding any of the foregoing to the contrary, except pursuant to Section 4(f) hereof, no Underwriter shall include any “issuer information” (as defined in Rule 433) in any “free writing prospectus” (as defined in Rule 405) used or referred to by such Underwriter without the prior consent of the Company where the use or reference to such free writing prospectus would require the filing of such “issuer information” with the Commission pursuant to Rule 433(d) due to the Underwriters’ inclusion of such “issuer information” in any “free writing prospectus”. (g) If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Representative or the Company, conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus as then amended or supplemented, or would, in the judgment of the Representative or the Company, include, when taken together with the Pricing Disclosure Package, an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances existing at the time of delivery to the purchaser, not misleading, or if to comply with the Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will correct such statement, omission or conflict or effect such compliance. (h) As soon as practicablepracticable after the date hereof, but in no event later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), the Company will make publicly generally available to its security holders an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (ei) The Company will furnish to the Representatives Representative copies of the Registration Statement, including all exhibits, any Statutory Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, and all documents incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, in each case as soon as available and in such quantities as are reasonably requested. (fj) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives designate Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution, except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation, to execute a general consent to service of process or to subject itself to taxation in any such jurisdiction if it is not otherwise so subject. (gk) During the period of five years after in which the date of any Terms AgreementSecurities remain outstanding, the Company will furnish to the Representatives Representative and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives Representative (i) as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, howeverand (ii) from time to time, that for so long such other information concerning the Company as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and informationRepresentative may reasonably request. (hl) The Company will pay the costs incident to the authorization, issuance, sale and delivery of the Securities to be sold by the Company to the Underwriters and any taxes payable in that connection; the costs incident to the preparation, printing and filing under the Act of the Registration Statement and any amendments and exhibits thereto; the costs incident to the preparation, printing and filing of any document and any amendments and exhibits thereto required to be filed by the Company under the Exchange Act; the cost of distributing the Registration Statement to the Underwriters as originally filed and each amendment thereto, each post-effective amendment thereof (including exhibits), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendments or supplements to or any documents incorporated by reference in any of the foregoing documents as provided in this Agreement; the costs of filing with the Financial Industry Regulatory Authority, Inc., if necessary; the fees and expenses of qualifying the Securities under the securities laws of the several jurisdictions as provided in this subsection and of preparing a Blue Sky memorandum and a memorandum concerning the legality of the Securities as an investment (including fees of counsel to the Underwriters in connection therewith); the costs of printing and issuance of certificates; the costs of preparation, printing and filing of any Indenture and any Trustees’ fees and expenses; and all other costs and expenses incident to the performance of its the obligations of the Company under this Agreement Agreement; provided that, except as provided in this subsection and will reimburse Section 8, the Underwriters for any expenses (shall pay their own costs and expenses, including the fees and disbursements expenses of their counsel) incurred by them in connection with qualification , any transfer taxes on the Securities which they may sell, the expenses of the Registered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for advertising any fees charged by investment rating agencies for the rating offering of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to made by the Underwriters and the cost of printing any Agreement among Underwriters; provided, further, that after nine months from the date hereof, the Underwriters shall pay the costs of printing any additional Registration Statements or Prospectuses, or any amendments or supplements thereto, required for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investorstheir own use. (im) If set forth in Without the applicable Terms Agreementprior consent of the Representative, the Company will not, for a period beginning at the time of execution of the Terms Agreement Applicable Time and ending 10 40 days after the Closing Datethereafter, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by of the Company and having a maturity of more with maturities longer than one year year, other than (i) the Securities to the Underwriters; (ii) borrowings in the ordinary course of business; and (iii) other borrowings in an aggregate principal amount not to exceed $100 million. (n) The Company will not take, directly or indirectly, any action designed to or that would constitute 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 Securities. (o) Substantially concurrently with the closing of the offering of the Securities, the Company will issue a notice of redemption for its outstanding 12 3/4% Senior Secured Notes Due 2014, pursuant to the indenture governing such notes. (p) The Company will apply the net proceeds from the date sale of issue (the “Clear Market Provision”)Securities as described in the Registration Statement, the Pricing Prospectus and the Prospectus.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it that: (a) Prior to the later of (i) termination of the offering of the Securities as determined by the Representatives and as evidenced by written notice thereof to the Company from the Representatives or (ii) the Closing Date, the Company will furnish not file any amendment of the Registration Statement or supplement (including the Final Prospectus but excluding any prospectus supplement relating to Cravatha subsequent issuance of securities) to the Basic Prospectus, Swaine & Xxxxx LLPand will not use, special counsel authorize, approve, refer to or file any Issuer Free Writing Prospectus (other than as listed on Schedule III hereto), unless the Company has furnished the Representatives a copy for the Underwriters Representatives’ review a reasonable time prior to filing thereof. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424(b) under the Act. The Company will not use, authorize, approve, refer to or file any Issuer Free Writing Prospectus to which the Representatives reasonably object. The Company will promptly advise the Representatives (or any other counsel named as counsel for i) when the Underwriters in any Terms AgreementFinal Prospectus shall have been filed with the Commission pursuant to Rule 424(b), one signed copy of (ii) when any Issuer Free Writing Prospectus shall have been filed with the Commission, (iii) when any amendment to the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreement. The Company has complied and will comply with Rule 433 under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplementSecurities shall have become effective, (iiiv) of any request by the Commission or its staff for any amendment of the Registration Statement or amendment of or supplement to the Registration Statement, Final Prospectus or for any supplement to any Statutory Prospectus or any additional information and information, (iiiv) of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or of any part thereof (the institution or the threatening of any proceeding for that purpose and (vi) of the 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) and . The Company will use its best all reasonable efforts to prevent the issuance of any such stop order and and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (cb) (i) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter (or dealersuch delivery is required but for Rule 172 under the Act), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an 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, not misleading, or if it is shall be necessary at any time to amend or supplement the Final Prospectus to comply with the ActAct or the Exchange Act or the respective rules thereunder, the Company shall (i) will promptly notify the Representatives Underwriters thereof and (ii) promptly prepare and file with the Commission Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance, and (ii) if at any time prior to the Closing Date, any event occurs as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Time of Sale Information to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly notify the Underwriters thereof and promptly prepare and file with the Commission (to the extent required), subject to the first sentence of paragraph (a) of this Section 4, and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Time of Sale Information which will correct such statement or omission or which will effect such compliance. (dc) As soon as practicable, the The Company will make publicly generally available an earnings statement or statements within the meaning of Section 11(a) of the Company Act to its securityholders an earning statement, which need not be audited, covering a twelve- month period commencing after the date of this Agreement and its subsidiaries ending not later than 15 months thereafter as soon as practicable following the end of such period, which will earning statement shall satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Actmay consist of earning statements covering successive fiscal quarters. (ed) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration StatementStatement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, including all exhibitsso long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (or such delivery is required but for Rule 172 under the Act), any Statutory Prospectus, any Issuer Free Writing Prospectus, as many copies of the Final Prospectus and all any amendments thereof and supplements thereto and each Issuer Free Writing Prospectus as the Representatives may reasonably request. The Company will pay the expenses of printing all documents relating to such documents, in each case as soon as available and in such quantities as are reasonably requestedthe offering unless otherwise agreed with the Representatives. (fe) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate and will continue maintain such qualifications in effect so long as required for the distributiondistribution of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to the service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. (gf) During Until the period of five years after Business Day following the date of any Terms AgreementClosing Date, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (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 fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors. (i) If set forth in the applicable Terms Agreement, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Datenot, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell sell, or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by of the Company and having a maturity of which mature more than one year from following the date Closing Date and which are substantially similar to the Securities. (g) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of issue (each Issuer Free Writing Prospectus that is not filed with the “Clear Market Provision”)Commission in accordance with Rule 433 under the Act.

Certain Agreements of the Company. The Company agrees with the several Underwriters that: (i) Immediately following the execution of this Agreement, the Company will prepare a Prospectus Supplement setting forth the amount of Securities covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Securities are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Company deems appropriate and shall furnish a copy to the Representative in accordance with Section 5(vii) of this Agreement. The Company will transmit the Prospectus including such Prospectus Supplement to the Commission pursuant to Rule 424(b) by a means reasonably calculated to result in filing that it complies with all applicable provisions of Rule 424(b). The Company will furnish advise the Representative promptly of any such filing pursuant to CravathRule 424(b). (ii) Prior to the termination of the offering of the Securities, Swaine & Xxxxx LLP, special counsel for the Underwriters (or Company will not file any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy amendment of the Registration Statement relating or supplement to the Registered Securities, including all exhibits, in Prospectus unless the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed furnished the Representative with a copy for its review prior to filing and will not file any such proposed amendment or supplement without the Representative's consent, which consent will not unreasonably be withheld. Subject to the foregoing sentence, if filing of the Prospectus is otherwise required under Rule 424(b), the Company will file each Statutory Prospectus (including a Final the Prospectus) , properly completed, and any supplement thereto, with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreement. The Company has complied paragraph of Rule 424(b) within the time period prescribed and will comply with Rule 433 under provide evidence satisfactory to the ActRepresentative of such timely filing. (biii) The Company will advise the Representatives Representative promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (as filed or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) promptly notify the Representatives and (ii) promptly prepare and file with the Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance. (d) As soon as practicable, the Company will make publicly available an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested. (f) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (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 fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors. (i) If set forth in the applicable Terms Agreement, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue (the “Clear Market Provision”).will

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with if consented to by the Representatives, subparagraph (5), such consent not to be unreasonably withheld or delayed) not later than the second business day following the earlier execution and delivery of the date it is first used or the date of the applicable Terms this Agreement. The Company has complied will also prepare a final term sheet, containing solely the terms of the Offered Securities, in the form set out in Schedule C, and will comply file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule and file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433 433(d) under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford not undertake any such amendment or supplement if the Representatives a reasonable opportunity to comment on any such proposed amendment or supplementreasonably object in writing thereto; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered (whether physically or through compliance with Rule 172 under the Act Act) in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Registration Statement or the Prospectus to comply with the Act, the Company shall (i) promptly will notify the Representatives of such event and (ii) will promptly prepare and file with the Commission Commission, at its own expense, an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. Neither the Representatives’ 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the later of (i) the effective date of the Company registration statement relating to the Offered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and its subsidiaries (iii) the date of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, Statement in the form it became effective (including all exhibits) and of all amendments thereto, any Statutory Prospectusrelated preliminary prospectus, any Issuer Free Writing Prospectusrelated preliminary prospectus supplement, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requestedthe Representatives request. The Prospectus shall be so furnished on or prior to 3:00 p.m., New York time, on the business day following the execution and delivery of this Agreement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (h) The Company will pay all expenses incident incidental to the performance of its obligations under this Agreement and will reimburse the Underwriters Agreement, for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus Prospectuses to investors or prospective investors; provided that the Underwriters (acting collectively) will reimburse the Company for up to $150,000 of expenses incurred by the Company in the performance of its obligations under this Agreement. (ih) If set forth in the applicable Terms Agreement, for For a period beginning at the time of execution of the Terms Agreement and ending 10 60 days after the Closing Datedate of this Agreement, neither the Company nor its subsidiaries will, without the prior written consent of the RepresentativesBanc of America Securities LLC, the Company will not offer, sell, contract to sell sell, pledge or otherwise dispose of of, directly or indirectly, any United States U.S. dollar-denominated debt securities registered under the Securities Act or eligible for trading pursuant to Rule 144A, issued or guaranteed by the Company or its subsidiaries and having a maturity of more than one year from the date of issue (issue, except issuances of exchangeable securities of the “Clear Market Provision”)size and type previously described to the Representatives; provided that the Company may offer and sell one or more series of senior notes, the proceeds of which are used to repurchase or redeem outstanding senior notes of the Company.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with if consented to by the Representatives, subparagraph (5), such consent not to be unreasonably withheld or delayed) not later than the second business day following the earlier execution and delivery of the date it is first used or the date of the applicable Terms this Agreement. The Company has complied will also prepare a final term sheet, containing solely the terms of the Offered Securities, in the form set out in Schedule C, and will comply file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule and file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433 433(d) under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford not undertake any such amendment or supplement if the Representatives a reasonable opportunity to comment on any such proposed amendment or supplementreasonably object in writing thereto; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered (whether physically or through compliance with Rule 172 under the Act Act) in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Registration Statement or the Prospectus to comply with the Act, the Company shall (i) promptly will notify the Representatives of such event and (ii) will promptly prepare and file with the Commission Commission, at its own expense, an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. Neither the Representatives’ 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the later of (i) the effective date of the Company registration statement relating to the Offered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and its subsidiaries (iii) the date of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, Statement in the form it became effective (including all exhibits) and of all amendments thereto, any Statutory Prospectusrelated preliminary prospectus, any Issuer Free Writing Prospectusrelated preliminary prospectus supplement, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requestedthe Representatives request. The Prospectus shall be so furnished on or prior to 3:00 p.m., New York time, on the business day following the execution and delivery of this Agreement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (h) The Company will pay all expenses incident incidental to the performance of its obligations under this Agreement and will reimburse the Underwriters Agreement, for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus preliminary prospectuses, preliminary prospectus supplements and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus Prospectuses to investors or prospective investors; provided that on the First Closing Date, the Underwriters (acting collectively) will reimburse the Company for up to $150,000 of expenses incurred by the Company in the performance of its obligations under this Agreement. (ih) If set forth in the applicable Terms Agreement, for For a period beginning at the time of execution of the Terms Agreement and ending 10 90 days after the Closing Date, without the prior consent date of the Representativesthis Agreement, the Company will not offer, sell, contract to sell sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its Securities or common stock or securities convertible into or exchangeable or exercisable for any United States dollar-denominated debt securities issued shares of its Securities or guaranteed by common stock, or publicly disclose the Company intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of Xxxxxxx, Sachs & Co. except (i) grants of employee and having director stock options or restricted stock pursuant to the terms of a maturity plan in effect on the date hereof, (ii) issuances of more than one year from common stock pursuant to the exercise of options, preferred stock, contingent convertible senior notes or warrants outstanding on the date of issue the initial offering of the Offered Securities, (iii) issuances of common stock in exchange for preferred stock of the “Clear Market Provision”)Company outstanding on the date of the initial offering of the Offered Securities and (iv) the filing of a registration statement in accordance with a registration rights agreement relating to any preferred stock or contingent convertible senior notes of the Company outstanding on the date of the initial offering of the Offered Securities. (i) The Company will use its reasonable best efforts to have the Offered Securities be approved for listing on the NYSE, subject to the Company meeting the listing requirements of the NYSE.

Certain Agreements of the Company. The Company agrees agrees, with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representativesconsented to by CS and UBS, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms this Agreement. The Company has complied and will comply with Rule 433 under the Act433. (b) The Company will promptly advise the Representatives promptly CS and UBS of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus (including any document incorporated by reference therein) at any time and will afford the Representatives CS and UBS a reasonable opportunity to comment on any such proposed amendment or supplement; supplement and will not effect such amendment or supplementation without the consent of CS and UBS (which consent will not be unreasonably withheld), and the Company will also advise the Representatives CS and UBS promptly of (i1) the filing of any such amendment or supplement, (ii2) any request by the Commission or its staff for any amendment to the any Registration Statement, for any supplement to any Statutory Prospectus (including any document incorporated by reference therein) or for any additional information and information, (iii3) the institution by the Commission of any stop order proceedings in respect of the a Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose, and (4) and the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Firm Securities is (or or, but for the exemption in Rule 172 under the Act, would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives CS and (ii) UBS of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and dealers and any other dealers upon request of CS and UBS an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. Neither CS’ and UBS’ 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the Company date of this Agreement and its subsidiaries which will satisfy satisfying the provisions of Section 11(a) of the Act and Rule 158 under the Act158. (e) The Company will furnish to the Representatives copies of the Registration StatementStatement (of which one will be signed), including all exhibits, any Statutory Prospectus, any Issuer Free Writing ProspectusProspectus relating to the Offered Securities, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requestedCS and UBS request. The Final Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives CS and UBS designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms this Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives (1) as soon as available, a copy of each report or and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, howeverand (2) from time to time, that for such other information concerning the Company as CS and UBS may reasonably request. However, so long as the Company is required subject to file reports and information with the Commission pursuant to reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and in accordance therewith files is timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”), it is not required to furnish such reports and information with the Commission, which are available or statements to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (h) For the period specified below (the “Lock-Up Period”), the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its common stock regardless of class (the “Securities”) or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CS and UBS, except (i) the sale by the Company of the Offered Securities hereunder, (ii) grants of equity awards pursuant to the terms of a plan in effect on the date hereof or disclosed in the General Disclosure Package, (iii) issuances of Securities pursuant to the exercise of such awards or the exercise of any other equity awards outstanding on the date hereof, (iv) the filing of any amendment or supplements to the Company’s registration statements on Form S-3 (Registration No. 333-131886, solely in connection with securities offered by the Company as of the date hereof) and Form S-8 (Registration No. 333-142061), (v) the filing of any registration statement on Form S-8 to register shares of its Securities reserved for issuance under the Company’s employee stock plans, (vi) up to an aggregate maximum of 15,000 shares of its Securities in connection with tax-driven sales by executive officers of the Company, (vii) the issuance of Common Stock in connection with the Equity Underwriting Agreement dated June 18, 2008 among the Company and the Underwriters and (viii) the issuance of Common Stock in connection with the Share Lending Agreement dated June 18, 2008 among the Company, CS, as agent, and Credit Suisse International, as principal. The initial Lock-Up Period for the Company, the shareholders listed in Schedule C and the Third Parties commenced on June 12, 2008 and will continue and include the date 90 days after the public offering date set forth on the Final Prospectus used to sell the Offered Securities; notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news of a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(h) 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 of the occurrence of the material event, unless CS and UBS waive such extension in writing. (i) Except in accordance with the provisions of the lock-up letter substantially in the form attached as Annex A, for the period specified in such letter, the Company shall not allow the employees listed in Schedule C to sell or otherwise transfer, without the prior written consent of CS and UBS, any Securities or securities convertible into or exchangeable or exercisable for any shares of Securities. The Company shall instruct the transfer agent to impose stop transfer instructions with respect to Securities or securities convertible into or exchangeable for any shares of Securities as contemplated by the lock-up letters substantially in the form attached as Annex A. (j) The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement including, but not limited to, any filing fees and will reimburse the Underwriters for any other expenses (including fees and disbursements of counselcounsel to the Company and reasonable fees and disbursements of counsel to the Underwriters) incurred by them in connection with qualification of the Registered Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may CS and UBS designate and the preparation and printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of Offered Securities, for any costs and expenses related to the review by the Financial Industry Regulatory Authority of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), for expenses incurred in distributing any Statutory Prospectus Prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors, any applicable listing or other fees, all fees and expenses of the Trustee or any agent thereof, and for any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, including the cost of any aircraft chartered in connection with attending or hosting such meetings (such travel and other expenses in connection with such meetings, collectively, the “Road Show Expenses”). (ik) If The Company shall use its best efforts to effect and maintain the listing of any shares of Common Stock issuable upon conversion of the Offered Securities on the NASDAQ Global Select Market or another U.S. national securities exchange or established automated over- the-counter trading market in the United States of America. (l) The Company shall apply the net proceeds from the sale of the Offered Securities being sold by the Company as set forth in the applicable Terms AgreementGeneral Disclosure Package, for a period beginning at and, except as disclosed in the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without the prior consent of the RepresentativesGeneral Disclosure Package, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter. (m) The Company will not offertake, selldirectly or indirectly, contract any action designed to sell or otherwise dispose that would constitute or that might reasonably be expected to result in stabilization or manipulation of the price of any United States dollar-denominated debt securities issued or guaranteed by of the Company to facilitate the sale or resale of the Offered Securities; it being understood and having agreed that the concurrent offerings of the Common Stock as described in the General Disclosure Package under the caption “Description of Share Lending Agreement” shall not result in a maturity breach of more than one year from the date of issue (the “Clear Market Provision”this Section 5(m).

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with if consented to by the Representatives, subparagraph (5), such consent not to be unreasonably withheld or delayed) not later than the second business day following the earlier execution and delivery of the date it is first used or the date of the applicable Terms this Agreement. The Company has complied will also prepare a final term sheet, containing solely the terms of the Offered Securities, in the form set out in Schedule C, and will comply file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule and file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433 433(d) under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford not undertake any such amendment or supplement if the Representatives a reasonable opportunity to comment on any such proposed amendment or supplementreasonably object in writing thereto; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered (whether physically or through compliance with Rule 172 under the Act Act) in connection with sales by an underwriter the Underwriters or any dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Registration Statement or the Prospectus to comply with the Act, the Company shall (i) promptly will notify the Representatives of such event and (ii) will promptly prepare and file with the Commission Commission, at its own expense, an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. Neither the Representatives’ 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its security holders an earnings statement or statements covering a period of at least 12 months beginning after the later of (i) the effective date of the Company registration statement relating to the Offered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and its subsidiaries (iii) the date of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, Statement in the form it became effective (including all exhibits) and of all amendments thereto, any Statutory Prospectusrelated preliminary prospectus, any Issuer Free Writing Prospectusrelated preliminary prospectus supplement, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by the Underwriters or any dealer, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requestedthe Representatives request. The Prospectus shall be so furnished on or prior to 3:00 p.m., New York time, on the business day following the execution and delivery of this Agreement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (h) The Company will pay all expenses incident incidental to the performance of its obligations under this Agreement and will reimburse the Underwriters Agreement, for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus preliminary prospectuses, preliminary prospectus supplements and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus Prospectuses to investors or prospective investors; provided that the Underwriters (acting collectively) will reimburse the Company for up to $150,000 of expenses incurred by the Company in the performance of its obligations under this Agreement. (ih) If set forth in the applicable Terms Agreement, for For a period beginning at the time of execution of the Terms Agreement and ending 10 60 days after the Closing Date, without the prior consent date of the Representativesthis Agreement, the Company will not offer, sell, contract to sell sell, pledge or otherwise dispose of of, directly or indirectly, any United States U.S. dollar-denominated debt securities registered under the Securities Act or eligible for trading pursuant to Rule 144A, issued or guaranteed by the Company or its subsidiaries and having a maturity of more than one year from the date of issue (issue, without the “Clear Market Provision”)prior written consent of Deutsche Bank Securities Inc.; provided that the Company may offer and sell one or more series of senior notes, the proceeds of which are used to repurchase or redeem outstanding senior notes of the Company.

Certain Agreements of the Company. The Company agrees agrees, with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representatives, subparagraph (424(b)( 5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms this Agreement. The Company has complied and will comply with Rule 433 under the Act433. (b) The Prior to 90 days after the last Closing Date, the Company will promptly advise the Representatives promptly CS and Deutsche Bank of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus (including any document incorporated by reference therein) at any time and will afford the Representatives CS and Deutsche Bank a reasonable opportunity to comment on any such proposed amendment or supplement; supplement and will not effect such amendment or supplementation without the consent of CS and Deutsche Bank (which consent will not be unreasonably withheld) and the Company will also advise the Representatives CS and Deutsche Bank promptly of (i1) the filing of any such amendment or supplement, (ii2) any request by the Commission or its staff for any amendment to the any Registration Statement, for any supplement to any Statutory Prospectus (including any document incorporated by reference therein) or for any additional information and information, (iii3) the institution by the Commission of any stop order proceedings in respect of the a Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose, and (4) and the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives CS and (ii) Deutsche Bank of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and dealers and any other dealers upon the request of CS and Deutsche Bank an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. Neither CS and Deutsche Bank’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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the Company date of this Agreement and its subsidiaries which will satisfy satisfying the provisions of Section 11(a) of the Act and Rule 158 under the Act158. (e) The Company will furnish to the Representatives copies of the Registration StatementStatement (of which two will be signed), including all exhibits, any Statutory Prospectus, any Issuer Free Writing ProspectusProspectus relating to the Offered Securities, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are CS and Deutsche Bank reasonably requestedrequests. The Final Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the second business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate CS and Deutsche Bank designates and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms this Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives (1) as soon as available, a copy of each report or and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, howeverand (2) from time to time, that for such other information concerning the Company as CS and Deutsche Bank may reasonably request. However, so long as the Company is required subject to file reports and information with the Commission pursuant to reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and in accordance therewith files is timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”), it is not required to furnish such reports and information with the Commission, which are available or statements to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (h) For the period specified below (the “Lock-Up Period”), the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable, in each case during the Lock-Up Period, for any shares of its Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CS and Deutsche Bank, except (i) the sale by the Company of the Offered Securities hereunder, (ii) grants of equity awards pursuant to the terms of a plan in effect on the date hereof or disclosed in the General Disclosure Package, (iii) issuances of Securities pursuant to the exercise of such awards or the exercise of any other equity awards outstanding on the date hereof, (iv) the filing of any amendment or supplements to the Company’s registration statements on Form S-3 (Registration Nos. 333-140198 and 333-140272 (but, with respect to Registration No. 333-140272, solely in connection with securities offered as of the date hereof)) and Form S-8 (Registration Nos. 333-140197, 333-142679, 333-150789 and 333-130340), (v) the filing of any registration statement on Form S-8 to register shares of its Securities reserved for issuance under the Company’s employee stock plans, (vi) up to an aggregate maximum of 5,000,000 shares of its Securities or other rights to acquire its Securities which the Company may issue in connection with transactions with others (a “Third Party”), including in acquisitions; provided, however, that with respect to all but 1,500,000 of such shares, each Third Party must enter into an agreement that provides that, for the Lock-Up Period, each Third Party will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, or publicly disclose the intention to make any such offer, sale, pledge or disposition without the prior written consent of CS and Deutsche Bank, and the filing of a registration statement relating to such shares, provided, however, that such registration statement shall make clear that such Third Parties are subject to the Lock-Up Period except with respect to 1,500,000 of such shares, (vii) the issuance of shares of Securities in exchange for indebtedness of the Company outstanding on the date hereof, (viii) the issuance of Debentures in connection with the Debenture underwriting agreement dated April 29, 2009, among the Company and the Underwriters and (ix) the sale by the Company of warrants in connection with the Warrant Transaction Confirmation, each dated April 29, 2009, between the Company and each of Credit Suisse International and Deutsche Bank AG London. The initial Lock-Up Period for the Company, the shareholders listed in Schedule D and the Third Parties commenced on April 22, 2009 and will continue and include the date 90 days after the public offering date set forth on the Final Prospectus used to sell the Offered Securities. For the purpose of this Section 7(h) and Section 7(i) herein, Securities means any shares of the Company’s common stock regardless of class. (i) Except in accordance with the provisions of the lock-up letters substantially in the form attached as Annex A, for the period specified in such letter, the Company shall not allow the employees listed in Schedule D to sell or otherwise transfer, without the prior written consent of CS and Deutsche Bank, any Securities or securities convertible into or exchangeable or exercisable for any shares of Securities. (j) The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement and will reimburse the Underwriters Agreement, for any filing fees and other expenses (including fees and disbursements of counselcounsel to the Company and of counsel to the Underwriters) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions as the Representatives may CS and Deutsche Bank designate and the preparation and printing of memoranda relating thereto, for any costs and expenses related to any review by the Financial Industry Regulatory Authority of the Offered Securities (including any filing fees charged by investment rating agencies and the fees and expenses of counsel for the rating of the Securities and Underwriters relating to any such review), for expenses incurred in distributing any Statutory Prospectus Prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors, any applicable listing or other fees and for any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, including the cost of any aircraft chartered in connection with attending or hosting such meetings (such travel and other expenses in connection with such meetings, collectively, the “Road Show Expenses”). (ik) If The Company shall use it best efforts to effect and maintain the listing of any shares of the Offered Securities on The Nasdaq Global Select Market or another U.S. national securities exchange or established automated over-the-counter trading market in the United States of America. (l) The Company shall apply the net proceeds from the sale of the Offered Securities being sold by the Company as set forth in the applicable Terms AgreementGeneral Disclosure Package, for a period beginning at and, except as disclosed in the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without the prior consent of the RepresentativesGeneral Disclosure Package, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter. (m) The Company will not offertake, selldirectly or indirectly, contract any action designed to sell or otherwise dispose that would constitute or that might reasonably be expected to result in stabilization or manipulation of the price of any United States dollar-denominated debt securities issued or guaranteed by of the Company to facilitate the sale or resale of the Offered Securities; it being understood and having agreed that the concurrent offering of the Company’s debentures and the convertible debenture hedge and warrant transactions as each are described in the General Disclosure Package under the caption “Description Concurrent Offering of Senior Convertible Debentures,” “Purchase of Convertible Debenture Hedge” and “Sale of Warrants” shall not result in a maturity breach of more than one year from the date of issue (the “Clear Market Provision”this Section 5(m).

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLPMoorx, special xxecial counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreement. The Company has complied and will comply with Rule 433 under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (cb) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter or dealerAct, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) promptly notify the Representatives and (ii) promptly will prepare and file with the Commission an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. (dc) As soon as practicable, the Company will make publicly generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (ed) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, any Issuer Free Writing Prospectusrelated preliminary prospectus supplement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested. (fe) The Company will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (gf) During the period of five 5 years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives (i) as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Securities Exchange Act of 1934, as amended, or mailed to stockholders; provided, howeverand (ii) from time to time, that for so long such other information concerning the Company as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and informationmay reasonably request. (hg) 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 fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale and determination of their eligibility for investment under the laws of such 6 6 jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing the Prospectus, any Statutory Prospectus preliminary prospectuses and the Final Prospectus any preliminary prospectus supplements to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investorsUnderwriters. (ih) If set forth in the applicable Terms Agreement, for For a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue (the “Clear Market Provision”)issue.

Certain Agreements of the Company. The Company agrees agrees, with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representativesconsented to by Xxxxxx Brothers and CS, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms this Agreement. The Company has complied and will comply with Rule 433 under the Act433. (b) The Prior to 90 days after the last Closing Date, the Company will promptly advise the Representatives promptly Xxxxxx Brothers and CS of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus (including any document incorporated by reference therein) at any time and will afford the Representatives Xxxxxx Brothers and CS a reasonable opportunity to comment on any such proposed amendment or supplement; supplement and will not effect such amendment or supplementation without the consent of Xxxxxx Brothers and CS (which consent will not be unreasonably withheld) and the Company will also advise the Representatives Xxxxxx Brothers and CS promptly of (i1) the filing of any such amendment or supplement, (ii2) any request by the Commission or its staff for any amendment to the any Registration Statement, for any supplement to any Statutory Prospectus (including any document incorporated by reference therein) or for any additional information and information, (iii3) the institution by the Commission of any stop order proceedings in respect of the a Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose, and (4) and the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Xxxxxx Brothers and (ii) CS of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and dealers and any other dealers upon request of Xxxxxx Brothers and CS an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. Neither Xxxxxx Brothers and CS’ 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the Company date of this Agreement and its subsidiaries which will satisfy satisfying the provisions of Section 11(a) of the Act and Rule 158 under the Act158. (e) The Company will furnish to the Representatives copies of the Registration StatementStatement (of which two will be signed), including all exhibits, any Statutory Prospectus, any Issuer Free Writing ProspectusProspectus relating to the Offered Securities, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are Xxxxxx Brothers and CS reasonably requestedrequests. The Final Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the second business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate Xxxxxx Brothers and CS designates and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms this Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives (1) as soon as available, a copy of each report or and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, howeverand (2) from time to time, that for such other information concerning the Company as Xxxxxx Brothers and CS may reasonably request. However, so long as the Company is required subject to file reports and information with the Commission pursuant to reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and in accordance therewith files is timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”), it is not required to furnish such reports and information with the Commission, which are available or statements to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (h) For the period specified below (the “Lock-Up Period”), the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its common stock regardless of class (the “Securities”) or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of Xxxxxx Brothers and CS, except (i) the sale by the Company of the Offered Securities hereunder, (ii) grants of equity awards pursuant to the terms of a plan in effect on the date hereof or disclosed in the General Disclosure Package, (iii) issuances of Securities pursuant to the exercise of such awards or the exercise of any other equity awards outstanding on the date hereof, (iv) the filing of any amendment or supplements to the Company’s registration statements on Form S-3 (Registration No. 333-140198) and Form S-8 (Registration No. 333-140197), (v) the filing of any registration statement on Form S-8 to register shares of its Securities reserved for issuance under the Company’s employee stock plans, (vi) up to an aggregate maximum of 3,000,000 shares of its Securities or other rights to acquire its Securities which the Company may issue in connection with transactions with others (a “Third Party”), including in acquisitions; provided, however, that, each Third Party must enter into an agreement that provides that, for the Lock-Up Period, each Third Party will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, or publicly disclose the intention to make any such offer, sale, pledge or disposition without the prior written consent of Xxxxxx Brothers and CS, and the filing of a registration statement relating to such shares, provided, however, that such registration statement shall make clear that such Third Parties are subject to the Lock-Up Period, and (vii) the issuance of Common Stock in connection with the Share Lending Agreement dated February 2, 2007 among the Company, Xxxxxx Brothers, as agent, and Xxxxxx Brothers International (Europe) Limited, as principal. The initial Lock-Up Period for the Company, the shareholders listed in Schedule C and the Third Parties commenced on January 26, 2007 and will continue and include the date 90 days after the public offering date set forth on the Final Prospectus used to sell the Offered Securities. (i) Except in accordance with the provisions of the lock-up letters substantially in the forms attached as Annex A-1 and A-2, for the period specified in such letter, the Company shall not allow the employees listed in Schedule C to sell or otherwise transfer, without the prior written consent of Xxxxxx Brothers and CS, any Securities or securities convertible into or exchangeable or exercisable for any shares of Securities. The Company shall instruct the transfer agent to impose stop transfer instructions with respect to Securities or securities convertible into or exchangeable for any shares of Securities as contemplated by the lock-up letters substantially in the forms attached as Annex A-1 and A-2. (j) The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement and will reimburse the Underwriters Agreement, for any filing fees and other expenses (including fees and disbursements of counselcounsel to the Company and of counsel to the Underwriters) incurred by them in connection with qualification of the Registered Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may Xxxxxx Brothers and CS designate and the preparation and printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of Offered Securities, for any costs and expenses related to the review by the National Association of Securities Dealers, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), for expenses incurred in distributing any Statutory Prospectus Prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors, any applicable listing or other fees, all fees and expenses of the Trustee or any agent thereof, and for any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, including the cost of any aircraft chartered in connection with attending or hosting such meetings (such travel and other expenses in connection with such meetings, collectively, the “Road Show Expenses”); provided, however, that the Underwriters shall pay the first $10,000 of the Road Show Expenses, and the Company shall pay any Road Show Expenses in excess of $10,000. (ik) If The Company shall use it best efforts to effect and maintain the listing of any shares of Common Stock issuable upon conversion of the Offered Securities on the NASDAQ Global Market or another U.S. national securities exchange or established automated over-the-counter trading market in the United States of America. (l) The Company shall apply the net proceeds from the sale of the Offered Securities being sold by the Company as set forth in the applicable Terms AgreementGeneral Disclosure Package, for a period beginning at and, except as disclosed in the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without the prior consent of the RepresentativesGeneral Disclosure Package, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter. (m) The Company will not offertake, selldirectly or indirectly, contract any action designed to sell or otherwise dispose that would constitute or that might reasonably be expected to result in stabilization or manipulation of the price of any United States dollar-denominated debt securities issued or guaranteed by of the Company to facilitate the sale or resale of the Offered Securities; it being understood and having agreed that the concurrent offering of the Common Stock as described in the General Disclosure Package under the caption “Description of Share Lending Agreement” shall not result in a maturity breach of more than one year from the date of issue (the “Clear Market Provision”this Section 5(m).

Certain Agreements of the Company. The Company hereby agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for each of the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed During the Prospectus Delivery Period, before using or will file each Statutory filing any Permitted Free Writing Prospectus and before using or filing any amendment or supplement to the Registration Statement, the Final Prospectus Supplement or any Permitted Free Writing Prospectus (including in each case, other than due to the filing of an Incorporated Document), to furnish to the Underwriters, upon such party’s request, a Final copy of each such proposed Permitted Free Writing Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation amendment or supplement within a reasonable period of time before filing with the RepresentativesCommission or using any such Permitted Free Writing Prospectus, subparagraph (5)) amendment or supplement and the Company will not later than the second business day following the earlier use or file any such Permitted Free Writing Prospectus or any such proposed amendment or supplement to which any of the date it Underwriters reasonably objects, unless the Company’s legal counsel has advised the Company that use or filing of such document is first used or the date of the applicable Terms Agreement. The Company has complied and will comply with Rule 433 under the Actrequired by law. (b) The To file the Final Prospectus Supplement within the time period required by Rule 424(b) under the Act (without reference to Rule 424(b)(8)) and to file any Permitted Free Writing Prospectus to the extent required by Rule 433 under the Act and to provide copies of the Preliminary Prospectus Supplement, the Final Prospectus Supplement, any other amendments or supplements to the Final Prospectus Supplement and each Permitted Free Writing Prospectus (to the extent not previously delivered or filed on the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto (collectively, “XXXXX”)) to the Underwriters, upon request of such party, via e-mail in “.pdf” format on such filing date to an e-mail account designated by the Underwriters and, at the relevant party’s request, to also furnish copies of the Preliminary Prospectus Supplement, the Final Prospectus Supplement, any other amendments or supplements to the Final Prospectus Supplement and each Permitted Free Writing Prospectus to each exchange or market on which sales were effected as may be required by the rules or regulations of such exchange or market. To file timely all reports and any definitive proxy or information statements required to be filed by the Company will with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period, and during such same period to advise the Representatives Underwriters promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and after the Company will also advise the Representatives promptly of receives notice thereof, (i) when the filing of Final Prospectus Supplement, and any such amendment or supplementsupplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under the Act; (ii) any request by when, prior to the Commission or its staff for termination of the offering of the Shares, any amendment to the Registration Statement, for any supplement to any Statutory Prospectus Statement has been filed or any additional information and has become effective (iii) of the institution issuance by the Commission of any stop order proceedings in respect of or any order preventing or suspending the Registration Statement or use of any part thereof (prospectus relating to the Shares or the initiation or threatening of any proceeding for that purpose, pursuant to Section 8A of the Act; (iv) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating objection by the Commission to the Securities is use of Form S‑3 by the Company pursuant to Rule 401(g)(2) under the Act; (v) of the suspension of the qualification of the Shares for offering or but sale in any jurisdiction or of the initiation or threatening in writing of any proceeding for any such purpose; (vi) of any request by the Commission for the exemption amendment of the Registration Statement or the amendment or supplementation of the Final Prospectus Supplement (in Rule 172 would beeach case including any documents incorporated by reference therein) required to be delivered under or for additional information; (vii) of the Act in connection with sales by an underwriter or dealeroccurrence of any event, any event occurs as a result of which the Final Prospectus Supplement or any Permitted Free Writing Prospectus as then amended or supplemented would include an includes any untrue statement of a material fact or omit omits to state any 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 madeexisting when the Final Prospectus Supplement or any such Permitted Free Writing Prospectus is delivered to a purchaser, not misleading; and (viii) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto; and in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any such prospectus or suspending any such qualification, or if it is necessary at of any time notice of objection pursuant to amend the Final Prospectus to comply with Rule 401(g)(2) under the Act, the Company shall (i) to use promptly notify the Representatives and (ii) promptly prepare and file with the Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such complianceits commercially reasonable efforts to obtain its withdrawal. (dc) As soon To furnish such information as practicable, may be required and otherwise cooperate in qualifying the Company will make publicly available an earnings statement or statements of the Company Shares for offering and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested. (f) The Company will arrange for the qualification of the Securities for sale under the securities laws of such jurisdictions as the Representatives may reasonably designate and will continue to maintain such qualifications in effect so long as required for the distribution. distribution of the Shares; provided that the Company shall not be required to qualify as a foreign corporation, become a dealer of securities, or become subject to taxation in, or to consent to the service of process under the laws of, any such state or other jurisdictions (gexcept service of process with respect to the offering and sale of the Shares) During where it is not now so subject; and to promptly advise the period Representatives of five years after the date receipt by the Company of any Terms Agreement, the Company will furnish notification with respect to the Representatives and, upon request, to each suspension of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (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 fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities Shares for sale under in any jurisdiction or the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors. (i) If set forth in the applicable Terms Agreement, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose initiation of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue (the “Clear Market Provision”)proceeding for such purposes.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory the Final Prospectus (including a Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with consented to by the RepresentativesRepresentative, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms this Agreement. The Company has complied will file any Issuer Free Writing Prospectus to the extent required by Rule 433, and will comply furnish copies of the Final Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Underwriters may reasonably request. The Company will retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act433. (b) The Company will promptly advise the Representatives promptly Representative of any proposal to amend or supplement at any time the Registration Statement or the Final Prospectus (including any Statutory Prospectus document incorporated by reference therein) and will afford the Representatives Representative a reasonable opportunity to comment on any such proposed amendment or supplementsupplement and will not effect such amendment or supplementation without the Representative’s consent; and the Company will also advise the Representatives promptly of Representative promptly, (i) the filing of when any such amendment or supplementsupplement to the Registration Statement has been filed or effective, (ii) when any supplement to the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed, (iii) of any request by the Commission or its staff for any amendment to the Registration Statement, for any amendment or supplement to any Statutory the Final Prospectus or for any additional information and or the receipt of any comments from the Commission relating to the Registration Statement, (iiiiv) of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or preventing or suspending the use of any part thereof (Preliminary Prospectus, any of the General Disclosure Package or the Final Prospectus or the institution or the threatening of any proceeding for that purpose or pursuant to Section 8A of the Act, and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose) and . The Company will use its best efforts to prevent the issuance of any such stop order and suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the General Disclosure Package or the Final Prospectus or the suspension of any such qualification and, if issued, to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (c) If, at any time when a prospectus relating to during the Securities is Prospectus Delivery Period (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter or dealeras defined below), any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement that which will correct such statement or omission or an amendment that which 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its security holders an earnings statement or statements covering a period of at least 12 months beginning after the Company date of this Agreement and its subsidiaries which will satisfy satisfying the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish deliver, without charge, to each Underwriter (A) a conformed copy of the Representatives Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period, as many copies of the Registration Statement, Prospectus (including all exhibits, any Statutory Prospectus, any amendments and supplements thereto and documents incorporated by reference therein and each Issuer Free Writing Prospectus) as the Underwriters may reasonably request. As used herein, the Final “Prospectus and all amendments and supplements to Delivery Period” means such documents, in each case as soon as available and in such quantities as are reasonably requested. (f) The Company will arrange for period of time after the qualification first date of the public offering of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish a prospectus relating to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company Offered Securities is required by law to file reports and information with the Commission pursuant be delivered (or required to Section 13 or 15(dbe delivered but for Rule 172) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (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 fees and disbursements of counsel) incurred by them in connection with qualification the sale of the Registered Offered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for by any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors Underwriter or prospective investorsdealer. (i) If set forth in the applicable Terms Agreement, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue (the “Clear Market Provision”).

Certain Agreements of the Company. The Company agrees agrees, with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representativesconsented to by CS and UBS, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms this Agreement. The Company has complied and will comply with Rule 433 under the Act433. (b) The Company will promptly advise the Representatives promptly CS and UBS of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus (including any document incorporated by reference therein) at any time and will afford the Representatives CS and UBS a reasonable opportunity to comment on any such proposed amendment or supplement; supplement and will not effect such amendment or supplementation without the consent of CS and UBS (which consent will not be unreasonably withheld), and the Company will also advise the Representatives CS and UBS promptly of (i1) the filing of any such amendment or supplement, (ii2) any request by the Commission or its staff for any amendment to the any Registration Statement, for any supplement to any Statutory Prospectus (including any document incorporated by reference therein) or for any additional information and information, (iii3) the institution by the Commission of any stop order proceedings in respect of the a Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose, and (4) and the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Firm Securities is (or or, but for the exemption in Rule 172 under the Act, would be) required to be delivered under the Act in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company shall (i) will promptly notify the Representatives CS and (ii) UBS of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and dealers and any other dealers upon request of CS and UBS an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. Neither CS’ and UBS’ 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the Company date of this Agreement and its subsidiaries which will satisfy satisfying the provisions of Section 11(a) of the Act and Rule 158 under the Act158. (e) The Company will furnish to the Representatives copies of the Registration StatementStatement (of which one will be signed), including all exhibits, any Statutory Prospectus, any Issuer Free Writing ProspectusProspectus relating to the Offered Securities, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requestedCS and UBS request. The Final Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives CS and UBS designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms this Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives (1) as soon as available, a copy of each report or and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, howeverand (2) from time to time, that for such other information concerning the Company as CS and UBS may reasonably request. However, so long as the Company is required subject to file reports and information with the Commission pursuant to reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and in accordance therewith files is timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”), it is not required to furnish such reports and information with the Commission, which are available or statements to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (h) For the period specified below (the “Lock-Up Period”), the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CS and UBS, except (i) the sale by the Company of the Offered Securities hereunder, (ii) grants of equity awards pursuant to the terms of a plan in effect on the date hereof or disclosed in the General Disclosure Package, (iii) issuances of Securities pursuant to the exercise of such awards or the exercise of any other equity awards outstanding on the date hereof, (iv) the filing of any amendment or supplements to the Company’s registration statements on Form S-3 (Registration No. 333-131886, solely in connection with securities offered by the Company as of the date hereof) and Form S-8 (Registration No. 333-142061), (v) the filing of any registration statement on Form S-8 to register shares of its Securities reserved for issuance under the Company’s employee stock plans, (vi) up to an aggregate maximum of 15,000 shares of its Securities in connection with tax-driven sales by executive officers of the Company, (vii) the issuance of Debentures in connection with the Debenture Underwriting Agreement dated June 18, 2008 among the Company and the Underwriters and (viii) the issuance of Common Stock in connection with the Share Lending Agreement dated June 18, 2008 among the Company, CS, as agent, and Credit Suisse International, as principal. The initial Lock-Up Period for the Company, the shareholders listed in Schedule C and the Third Parties commenced on June 12, 2008 and will continue and include the date 90 days after the public offering date set forth on the Final Prospectus used to sell the Offered Securities; notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news of a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(h) 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 of the occurrence of the material event, unless CS and UBS waive such extension in writing. For the purpose of this Section 7(h) and Section 7(i) herein, Securities means any shares of the Company’s common stock regardless of class. (i) Except in accordance with the provisions of the lock-up letter substantially in the form attached as Annex A, for the period specified in such letter, the Company shall not allow the employees listed in Schedule C to sell or otherwise transfer, without the prior written consent of CS and UBS, any Securities or securities convertible into or exchangeable or exercisable for any shares of Securities. The Company shall instruct the transfer agent to impose stop transfer instructions with respect to Securities or securities convertible into or exchangeable for any shares of Securities as contemplated by the lock-up letters substantially in the form attached as Annex A. (j) The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement including, but not limited to, any filing fees and will reimburse the Underwriters for any other expenses (including fees and disbursements of counselcounsel to the Company and reasonable fees and disbursements of counsel to the Underwriters) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions as the Representatives may CS and UBS designate and the preparation and printing of memoranda relating thereto, for any costs and expenses related to the review by the Financial Industry Regulatory Authority of the Offered Securities (including filing fees charged by investment rating agencies and the fees and expenses of counsel for the rating of the Securities and Underwriters relating to such review), for expenses incurred in distributing any Statutory Prospectus Prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors, any applicable listing or other fees and for any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, including the cost of any aircraft chartered in connection with attending or hosting such meetings (such travel and other expenses in connection with such meetings, collectively, the “Road Show Expenses”). (ik) If The Company shall use its best efforts to effect and maintain the listing of any shares of the Offered Securities on the NASDAQ Global Select Market or another U.S. national securities exchange or established automated over-the-counter trading market in the United States of America. (l) The Company shall apply the net proceeds from the sale of the Offered Securities being sold by the Company as set forth in the applicable Terms AgreementGeneral Disclosure Package, for a period beginning at and, except as disclosed in the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without the prior consent of the RepresentativesGeneral Disclosure Package, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter. (m) The Company will not offertake, selldirectly or indirectly, contract any action designed to sell or otherwise dispose that would constitute or that might reasonably be expected to result in stabilization or manipulation of the price of any United States dollar-denominated debt securities issued or guaranteed by of the Company to facilitate the sale or resale of the Offered Securities; it being understood and having agreed that the concurrent offerings of the Company’s Debentures and Common Stock as described in the General Disclosure Package under the captions “Description of Share Lending Agreement” and “Concurrent Offering of Senior Convertible Debentures” shall not result in a maturity breach of more than one year from the date of issue (the “Clear Market Provision”this Section 5(m).

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) pursuant Prior to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representatives, subparagraph (5)) not later than the second business day following the earlier termination of the date it is first used or the date offering of the applicable Terms Agreement. The Company has complied and will comply with Rule 433 under Offered Securities, the Act. (b) The Company will advise the Representatives promptly of not file any proposal amendment to amend or supplement the Registration Statement or supplement (including the Final Prospectus, any Statutory Preliminary Prospectus or any Permitted Free Writing Prospectus) to the Basic Prospectus unless the Company has furnished you a copy for your review prior to filing and will afford the Representatives a reasonable opportunity to comment on not file any such proposed amendment or supplement; and the supplement to which any Representative reasonably objects. The Company will also cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) and 430B within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will have paid the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) prior to the Closing Date. The Company will promptly advise the Representatives promptly of (i1) when the filing of Final Prospectus, any such amendment supplement thereto or supplementany Permitted Free Writing Prospectus shall have been filed with the Commission, (ii2) when, prior to termination of the offering of the Offered Securities, any amendment to the Registration Statement shall have been filed or become effective, (3) of any request by the Commission or its staff for any amendment to of the Registration Statement, or for any supplement to any Statutory the Preliminary Prospectus, the Time of Sale Information or the Final Prospectus or for any additional information and information, (iii4) of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or preventing or suspending the use of any part thereof (Preliminary Prospectus or the Final Prospectus or the institution or threatening of any proceeding for that purpose or under Section 8A of the Securities Act, (5) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, and (6) 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 institution or threatening of any proceeding for such purpose) and . The Company will use its best efforts to prevent the issuance of any such stop order and or the occurrence of any suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible its liftingthe withdrawal of such stop order or objection or relief from such occurrence. (b) The Company will furnish to the Underwriters, without charge, as many copies of the Registration Statement, only one of which need include exhibits and materials, if issuedany, incorporated by reference therein, as the Representatives may reasonably request and, during the period mentioned in Section 6(e) below, as many copies of the Final Prospectus and each Permitted Free Writing Prospectus, if applicable, any documents incorporated by reference therein and any supplements and amendments thereto as the Representatives may reasonably request. (c) IfThe Company will prepare the Final Prospectus, as amended and supplemented, in relation to the Offered Securities in the form approved by the Representatives and will file such Final Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second day following the execution and delivery of this Agreement, and before amending or supplementing the Registration Statement or the Final Prospectus with respect to the Offered Securities, will promptly advise and furnish the Representatives with a copy of each such proposed amendment or supplement. (d) If at any time when prior to the Closing Date any event shall occur as a result of which the Time of Sale Information as then amended or supplemented would, in the judgment of the Company or in the judgment of the Underwriters’ counsel, 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 then existing, not misleading, or if, in the judgment of the Company or the judgment of the Underwriters’ counsel, it is necessary to amend or supplement the Time of Sale Information to comply with law, forthwith at the Company’s own expense, the Company agrees to amend or to supplement the Time of Sale Information and to furnish such amendment or supplement to the Underwriters, so as to correct such statement or omission or effect such compliance. Neither the Representatives’ consent to, nor the Underwriters’ delivery to investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7. (e) If, during such period after the commencement of the public offering of the Offered Securities as in the judgment of counsel for the Underwriters a prospectus relating to the Offered Securities is required by law to be delivered (or but for the exemption in Rule 172 would be) required to be delivered but for Rule 172 under the Act Securities Act) in connection with sales of Offered Securities by an underwriter any Underwriter or dealer, any event occurs shall occur as a result of which the Final Prospectus as then amended or supplemented would would, in the judgment of the Company or in the judgment of the Underwriters’ counsel, include an any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madethen existing, not misleading, or if if, in the judgment of the Company or the judgment of the Underwriters’ counsel, it is necessary at any time to amend or supplement the Final Prospectus to comply with law, forthwith at the ActCompany’s own expense, the Company shall (i) promptly notify agrees to amend or to supplement the Representatives Final Prospectus and (ii) promptly prepare and file with the Commission an to furnish such amendment or supplement that will to the Underwriters, so as to correct such statement or omission or an amendment that will effect such compliance. (d) As soon as practicable. Neither the Representatives’ consent to, nor the Company will make publicly available an earnings statement Underwriters’ delivery to investors of, any such amendment or statements supplement shall constitute a waiver of any of the Company and its subsidiaries which will satisfy the provisions of conditions set forth in Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested7. (f) The Company will endeavor in good faith in cooperation with the Underwriters to arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Representatives designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities by the Underwriters, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (g) During the period of five years after the date of any Terms Agreement, the The Company will furnish make generally available to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; security holders and the Company will furnish to the Representatives as soon as available, practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a copy period of each report or definitive proxy statement at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement. (h) The Company agrees, until the termination of the offering of the Offered Securities, to file all documents, and any amendments to previously filed with the Commission under the Exchange Act or mailed documents, required to stockholders; provided, however, that for so long as be filed by the Company is required to file reports and information with the Commission pursuant to Section 13 Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and informationa timely manner. (hi) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (j) The Company will agrees to pay all costs and expenses incident incidental to the performance of its obligations under this Agreement the Transaction Documents, including, without limitation, (i) the fees and will reimburse expenses of the Underwriters for Trustee and any paying agent and their professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and any taxes payable in that connection and the costs of preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, the Final Prospectus and the Time of Sale Information and amendments and supplements thereto and the distribution thereof; (iii) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities; (iv) any expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities or the Registration Statement for sale under the laws of such jurisdictions in the United States as the Representatives may designate and the printing of memoranda relating thereto, ; (v) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Registration Statement; (vi) the fees and expenses of the Company’s counsel and independent accountants; and (vii) for expenses incurred in distributing any Statutory Prospectus the Time of Sale Information and the Final Prospectus Prospectus. The Company will also pay or reimburse the Underwriters (to the Underwriters extent incurred by them) for all travel expenses of the Company’s officers and for employees and any other expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to of the Company in connection with attending or hosting meetings with prospective investors or prospective investorsof the Offered Securities. (ik) If set forth in During the applicable Terms Agreement, for a period beginning at on the time of execution date hereof and continuing to and including the earlier of the Terms Agreement and ending 10 days after Closing Date or the Closing Date, without the prior consent termination of the Representativestrading restrictions, the Company will not offer, sell, contract to sell sell, pledge or otherwise dispose of of, directly or indirectly, any United States dollar-denominated debt securities issued or guaranteed by of the Company substantially similar to the Offered Securities, without the prior written consent of the Representatives. (l) The Company will assist the Underwriters in arranging for the Offered Securities to be eligible for clearance and having a maturity settlement through the DTC. (m) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act of more than one year from 2002, and to use its best efforts to cause the date Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of issue (the “Clear Market Provision”)Xxxxxxxx-Xxxxx Act of 2002.

Certain Agreements of the Company. The Company agrees with the several Underwriters that: (i) Immediately following the execution of this Agreement, the Company will prepare a Prospectus Supplement setting forth the amount of Securities covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Securities are to be purchased by the Underwrit ers, the initial public offering price, the selling concessions and allowances, and such other information as the Company deems appropriate and shall furnish a copy to the Representative in accordance with Section 5(b) of this Agreement. The Company will transmit the Prospectus including such Prospectus Supplement to the Commission pursuant to Rule 424(b) by a means rea sonably calculated to result in filing that it complies with all applicable provisions of Rule 424(b). The Company will furnish advise the Representative promptly of any such filing pursuant to CravathRule 424(b). (ii) Prior to the termination of the offering of the Notes, Swaine & Xxxxx LLP, special counsel for the Underwriters (or Company will not file any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy amendment of the Registration Statement relating or supplement to the Registered Securities, including all exhibits, in Prospectus unless the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed furnished the Representative with a copy for its review prior to filing and will not file any such proposed amendment or supplement to which the Representative reasonably objects. Subject to the foregoing sentence, if filing of the Prospectus is otherwise required under Rule 424(b), the Company will file each Statutory Prospectus (including a Final the Prospectus) , properly completed, and any supplement thereto, with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date of the applicable Terms Agreement. The Company has complied paragraph of Rule 424(b) within the time period prescribed and will comply with Rule 433 under provide evidence satisfactory to the ActRepresentative of such timely filing. (biii) The Company will advise the Representatives Representative promptly of any proposal to amend or supplement the Registration Statement as filed or any Statutory Prospectus the Prospectus, and will afford the Representatives a reasonable opportunity to comment on any not effect such proposed amendment or supplement; supplement without the Representative's consent, which consent will not unreasonably be withheld. The Company will also advise the Representative promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment supplement to the Registration Statement, for any supplement to any Statutory Statement or the Prospectus or any additional information and (iii) of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or of any part thereof (the institution or the threatening threat of any proceeding for that purpose) , and the Company will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issuedthe lifting of any issued to order. (civ) The Company will use every reasonable effort to cause the Registration Statement, and any amendment thereto, if not effective at the Execution Time, to become effective. (v) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter or dealerAct, any event occurs as a result of which the Final Prospectus as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company shall (i) promptly notify the Representatives and (ii) promptly will prepare and file with the Commission (subject to the Underwriter's prior review pursuant to paragraph (ii) of this Section 5) an amendment or supplement that which will correct such statement or omission or an amendment that or supplement which will effect such compliance. (dvi) As soon as practicable, the Company will cause the Trust to make publicly generally available to the Securityholders of the Trust an earnings statement or statements of the Company and its subsidiaries Trust covering a period of at least 12 months beginning after the Effective Date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under of the ActCommission promulgated thereunder. (evii) The Company will furnish to the Representatives each Underwriter copies of the Registration Statement, including all exhibits, the Prospectus and any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final preliminary Prospectus related thereto and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are each Underwriter may reasonably requestedrequest. (fviii) The Company will arrange cooperate with the Underwriters in arranging for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate each Underwriter designates and will continue such qualifications in effect so long as required for the distributiondistribution of the Securities; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (gix) During the For a period of five years after from the date of any Terms Agreementthis Agreement until the retirement of the Securities, the Company will furnish to the Representatives and, upon request, to each Underwriters copies of the other Underwritersannual statements of compliance delivered to the Indenture Trustee pursuant to Section 3.09 of the Indenture and Section 3.10 of the Servicing Agreement, if anyand the annual independent public accountant's reports furnished to the In- denture Trustee pursuant to Section 3.11 of the Servicing Agreement, as soon as practicable after such statements and reports are furnished to the end Indenture Trustee and Owner Trustee respectively. (x) So long as any of each fiscal yearthe Securities are outstanding, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives you as soon as availablepracticable, (A) all documents distributed, or caused to be distributed, by the Servicer to the Securityholders, (B) all documents filed, or caused to be filed, by the Company with the Commission pursuant to the Securities Act of 1934, as amended, any order of the Commission thereunder or pursuant to a copy "no-action" letter from the staff of each report or definitive proxy statement the Commission and (C) from time to time, such other information in the possession of the Company concerning the Trust and any other information concerning the Company filed with any governmental or regulatory authority which is otherwise publicly available as you may reasonably request. (xi) On or before the Closing Date the Company shall cause its computer records relating to the Contracts to be marked to show the Trust's absolute ownership of the Contracts and shall cause the Servicer to mark its computer records relating to the Contracts to show the sale to the Company of the Contracts and the subsequent transfer of the Contracts to the Trust, and from and after the Closing Date the Company shall not and shall instruct the Servicer not to, take any action inconsistent with the Trust's ownership of such Contracts, other than as permitted by the Indenture and Trust Agreement. (xii) The Company will file with the Commission under a post-effective amendment setting forth each ABS Terms Sheet provided to the Exchange Act or mailed Company by the Underwriters and identified by it as such within the time period allotted for such filing pursuant to stockholdersthe No-Action Letter; provided, however, that for so long as prior to such filing of an ABS Term Sheet (other than any ABS Term Sheets that are not based on the Company is required to file reports and information Contract Pool information) by the Company, the Underwriters must comply with the Commission their obligations pursuant to Section 13 or 15(d) 4 and the Company must receive a letter from Coopers & Lybrxxx, certified public accountants, satisfactory in form and substance to the Company, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Exchange Act Company, as a result of which Coopers & Lybrxxx xxxe determined that the information included in such ABS Term Sheet (if any), provided by the Underwriters to the Company for filing on a post-effective amendment pursuant to Section 4 and, if the Company then so specifies, this subsection (xii), and that the accountants have examined in accordance therewith files with such reports and information with the Commissionagreed upon procedures, which is accurate except as to such matters that are available to the public without cost, the Representatives (and the other Underwriters) shall be not deemed to have been furnished all such reports and information. (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 fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus and the Final Prospectus to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors. (i) If set forth in the applicable Terms Agreement, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity to be material. The foregoing letter shall be at the expense of more than one year from the date of issue (the “Clear Market Provision”)Underwriters. The Company shall file any corrected ABS Term Sheets described in Section 4(b)(vi) as soon as practicable following receipt thereof.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including i) shall furnish promptly to the Representatives and to counsel for the Underwriters a Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representatives, subparagraph (5)) not later than the second business day following the earlier signed copy of the date it is first used Registration Statement as originally filed and a copy of each amendment thereto (in each case together with all exhibits filed therewith) filed prior to or on the date of this Agreement or related to or covering the applicable Terms Agreement. The Company has complied Offered Securities, and will comply a copy of the U.S. Prospectus filed with Rule 433 under the Act. SEC and (bii) The Company will shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory the U.S. Prospectus and will afford not effect such amendment or supplementation without the Representatives' consent, which shall not be unreasonably withheld. (b) The Company shall deliver promptly to the Representatives, without charge, such number of the following documents as the Representatives a reasonable opportunity to comment on may reasonably request: (i) conformed copies of the Registration Statement (excluding exhibits thereto); (ii) the Prospectus; and (iii) any such proposed amendment or supplementdocuments incorporated by reference in the Prospectus; and the Company will also advise authorizes the Representatives promptly Underwriters and all dealers to whom any Offered Securities may be offered or sold by the Underwriters to use such documents during the period referred to in Section 5(d) in connection with the sale of the Offered Securities in accordance with the applicable provisions of the Act, the Rules and Regulations and Canadian Securities Laws; provided that the Company shall be deemed to have complied with the requirements of clause (iii) of this paragraph with respect to any document filed electronically with the SEC or a Canadian Securities Regulator. (c) Promptly following the execution and delivery of this Agreement (and concurrently with the execution of this Agreement in respect of those opinions contemplated in (v) and (vi) below to be dated the date of the Canadian Preliminary Supplement), the Company shall deliver to each of the Underwriters: (i) a copy of the filing of any such amendment or supplement, Canadian Final Supplement in the English language signed and certified; (ii) any request a copy of the Canadian Final Supplement in the French language signed and certified; (iii) a copy of the certificates of authentication in respect of the Canadian Final Prospectus and the Canadian Final Supplement signed and certified as required by the Commission Canadian Securities Laws; (iv) a copy of any other document required to be filed by the Company under the laws of each of the Qualifying Provinces in compliance with the Canadian Securities Laws in connection with the offering of the Offered Securities; (v) legal opinions dated the date of each of the Canadian Preliminary Supplement and the Canadian Final Supplement, in form and substance satisfactory to the Representatives, addressed to the Underwriters, the Company and counsel to the Underwriters from counsel to the Company to the effect that the French language version of the Canadian Prospectus, except for the consolidated financial statements and notes to such statements and the related auditors' report on such statements and any financial information in the Canadian Prospectus, including any such information contained in any document incorporated by reference therein and certain other information (collectively, the "FINANCIAL INFORMATION") and any exhibit to any document incorporated by reference therein, as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and accurate translation of the English language version thereof, and that the English and French language versions are not susceptible of any materially different interpretation with respect to any material matter contained therein; and (vi) opinions dated the date of each of the Canadian Preliminary Supplement and the Canadian Final Supplement, in form and substance satisfactory to the Representatives, addressed to the Underwriters, the Company and their respective counsel from the auditors of the Company to the effect that the French language version of the Financial Information contained in the Canadian Prospectus is, in all material respects, a complete and proper translation of the English language version thereof. (d) During such period following the date of this Agreement (A) in the case of the offering of the Offered Securities in the United States, if in the opinion of counsel for the Underwriters, a prospectus is required by law to be delivered, and (B) in the case of the offering of the Offered Securities in the Qualifying Provinces, until the completion of distribution or its staff for distribution to the public, as the case may be; the Company shall furnish copies of: (i) any amendment to the Registration Statement, for ; (ii) the Prospectus or any amendment or supplement thereto; or (iii) any document incorporated by reference in any of the foregoing or any amendment or supplement to any Statutory Prospectus such incorporated document to the Representatives and to counsel for the Underwriters prior to filing any of such items with the SEC or a Canadian Securities Regulator and shall not file any such item to which the Representatives shall reasonably object; provided that despite any such objection but after consultation with the Representatives, including the furnishing to the Representatives of drafts thereof, the Company may file any amendment, supplement, report or statement which in the opinion of its counsel it is required to file pursuant to the Act, the Exchange Act or Canadian Securities Laws. (e) The Company shall advise the Representatives promptly: (i) when any post-effective amendment to the Registration Statement related to or covering the Offered Securities becomes effective; (ii) of any request by the SEC or a Canadian Securities Regulator for an amendment or supplement (insofar as the amendment or supplement relates to or covers the Offered Securities) to the Registration Statement, to the Prospectus, to any document incorporated by reference in any of the foregoing or for any additional information and related to the Registration Statement (insofar as such information relates to or covers the Offered Securities ); (iii) the institution issuance by the Commission SEC of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the issuance of any part thereof (order by the SEC or a Canadian Securities Regulator directed to the Prospectus or any document incorporated therein by reference or the threatening initiation of any stop order proceeding or of any challenge to the accuracy or adequacy of any document incorporated by reference in the Prospectus (insofar as it relates to the Offered Securities); and (iv) of 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 of any proceeding for that the purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, . If at any time during the period referred to in Section 5(d) when a prospectus relating the Prospectus related to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by an underwriter or dealerunder Canadian Securities Laws, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if it is shall be necessary at any time to amend or supplement the Final Prospectus to comply with the Act, the Rules and Regulations, the Exchange Act or the Canadian Securities Laws, the Company shall (i) promptly notify the Representatives and (ii) promptly prepare and file with the Commission SEC or a Canadian Securities Regulator, as the case may be, subject to Section 5(d), an amendment or supplement that will correct such statement or omission or an amendment that or supplement which will effect such compliance. (df) If, during the period referred to in Section 5(d), the SEC or a Canadian Securities Regulator shall issue a stop order suspending the effectiveness of the Registration Statement or retracting or suspending the use of the Prospectus, the Company shall make every commercially reasonable effort to obtain the lifting of that order at the earliest possible time. (g) As soon as practicable, or in accordance with Rule 158 of the Rules and Regulations, the Company will shall make publicly generally available to its security holders and to the Representatives an earnings statement or statements (which need not be audited) of the Company and its subsidiaries which consolidated subsidiaries, that will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Actthereunder. (eh) The Company will furnish pay all expenses incidental to the Representatives copies performance of its obligations under this Agreement including (i) expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing ProspectusOffered Securities, the Final printing (or reproduction) of this Agreement, the Offered Securities, the Prospectus and all amendments and supplements thereto, and any other document relating to such documentsthe issuance, offer, sale and delivery of the Offered Securities; (ii) the cost of qualifying the Offered Securities for listing on the NYSE and the TSX and any expenses incidental thereto, (iii) for any expenses (including reasonable fees and disbursements of counsel) incurred in each case as soon as available and in such quantities as are reasonably requested. (f) The Company will arrange for the connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the printing of memoranda relating thereto, (iv) for expenses incurred in distributing any Registration Statement, Basic Prospectus and Prospectus (including any amendments and supplements thereto) to the Underwriters. The Company will continue such qualifications reimburse the Underwriters for all reasonable travel expenses of the Underwriters and the Company's officers and employees and any other reasonable expenses of the Underwriters and the Company in effect so long as required connection with attending or hosting meetings with prospective Underwriters of the Offered Securities. For the avoidance of doubt, the Underwriters shall pay for the distributionfees and expenses of their counsel in connection with the performance of their respective obligations under this Agreement. (gi) During In connection with the period offering, until the Representatives shall have notified the Company and the other Underwriters of five years after the date completion of any Terms Agreementthe sale of the Offered Securities, the Company will furnish not take, directly or indirectly, any action designed to the Representatives andor which has constituted or which might reasonably be expected to cause or result in, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; providedotherwise, however, that for so long as stabilization or manipulation of the price of any security of the Company is required or to file reports and information facilitate the sale of the Offered Securities. (j) In connection with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commissionoffering, which are available to the public without cost, until the Representatives (shall have notified the Company and the other UnderwritersUnderwriters of the completion of the sale of the Offered Securities, neither the Company nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities (provided that this subsection (j) shall be deemed not apply to have been furnished all such reports directors and informationofficers who purchase Offered Securities in this offering pursuant to the Prospectus); and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (hk) For a period of 60 days after the date of the initial offering of the Offered Securities by the Underwriters, the Company will not offer, sell, contract to sell, pledge, or otherwise dispose of, directly or indirectly, or file with the SEC or a Canadian Securities Regulator a registration statement or another offering document relating to, any securities of the Company that are substantially similar to the Offered Securities, any additional Common Shares, or securities convertible into or exchangeable or exercisable for Common Shares or warrants or other rights to purchase Common Shares of the Company, without the prior written consent of the Representatives, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, other than (i) issuances of stock options or Common Shares upon exercise of stock options or otherwise pursuant to compensation arrangements existing on the date hereof, (ii) issuances required in connection with earnout payments for acquisitions prior to the date hereof or upon the exercise of any outstanding securities or rights convertible, exchangeable or exercisable for Common Shares, (iii) issuances of rights under the Company's shareholder rights plan and the Common Shares issuable upon exercise of those rights, (iv) the Company's sale of its purchase contracts, as evidenced by equity units, pursuant to an underwriting agreement dated the same date as this Agreement, and the issuance of Common Shares upon settlement of such purchase contracts, and (v) any filing of a registration statement in connection with any of the items listed in the foregoing clauses (i) to (iv). (l) The Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters against any documentary, stamp or similar issuance tax, including any interest and penalties, on the creation, issuance and sale of the Offered Securities and on the execution and delivery of this Agreement. All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any expenses present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. (including fees and disbursements of counselm) incurred by them in connection with The Company shall make every reasonable effort to arrange for the qualification of the Registered Offered Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate and the printing Company shall approve, which approval shall not be unreasonably withheld, and the Company shall pay all reasonable expenses (including reasonable fees and disbursements of memoranda relating theretocounsel) in connection with such qualifications, for and shall maintain such qualifications in effect during the period set forth in Section 5(d); provided, however, that the Company shall not be required to qualify to do business in any fees charged by investment rating agencies for jurisdiction where it is not so qualified at the rating date of this Agreement or to take any action that would subject it to general or unlimited service of process or to the imposition of any taxes based on, or measured by, all or any part of the Securities income of the Company, in any jurisdiction where it is not at such date so subject. (n) Prior to the filing of the Canadian Final Supplement (and for expenses incurred in distributing any Statutory Prospectus and amendments thereto), the Final Prospectus to Company shall permit the Underwriters and for expenses incurred for preparing, printing their counsel to participate fully in the preparation of such documents and distributing allow the Underwriters and their counsel to conduct all due diligence which the Underwriters may reasonably require in order to fulfill their obligations under Canadian Securities Laws and in order to enable the Underwriters to execute responsibly any Issuer Free Writing Prospectus certificate required to investors or prospective investorsbe executed by the Underwriters in connection with the Canadian Preliminary Supplement and the Canadian Final Supplement (and any amendments thereto). (io) If set forth in the applicable Terms Agreement, for a period beginning at the time of execution of the Terms Agreement and ending 10 days after the Closing Date, without the prior consent of the Representatives, the The Company will not offer, sell, contract use its commerically reasonable best efforts to sell or otherwise dispose of any United States dollar-denominated debt securities issued or guaranteed by ensure that the Company Offered Securities will be listed and having a maturity of more than one year from posted for trading on the date of issue (NYSE and the “Clear Market Provision”)TSX upon issuance.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with if consented to by the RepresentativesRepresentative, subparagraph (5), such consent not to be unreasonably withheld or delayed) not later than the second business day following the earlier execution and delivery of the date it is first used or the date of the applicable Terms this Agreement. The Company has complied will also prepare a final term sheet, containing solely the terms of the Offered Securities, in the form set out in Schedule C, and will comply file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule and file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433 433(d) under the Act. (b) The Company will advise the Representatives Representative promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford the Representatives a reasonable opportunity to comment on not undertake any such proposed amendment or supplementsupplement if the Representative reasonably objects in writing thereto; and the Company will also advise the Representatives Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered (whether physically or through compliance with Rule 172 under the Act Act) in connection with sales by an underwriter any Underwriter or dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Registration Statement or the Prospectus to comply with the Act, the Company shall (i) promptly will notify the Representatives Representative of such event and (ii) will promptly prepare and file with the Commission Commission, at its own expense, an amendment or supplement that which will correct such statement or omission or an amendment that which 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the later of (i) the effective date of the Company registration statement relating to the Offered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and its subsidiaries (iii) the date of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives Representative copies of the Registration Statement, Statement in the form it became effective (including all exhibits) and of all amendments thereto, any Statutory Prospectusrelated preliminary prospectus, any Issuer Free Writing Prospectusrelated preliminary prospectus supplement, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requestedthe Representative requests. The Prospectus shall be so furnished on or prior to 3:00 p.m., New York time, on the business day following the execution and delivery of this Agreement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Representative designates and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (h) The Company will pay all expenses incident incidental to the performance of its obligations under this Agreement and will reimburse the Underwriters Agreement, for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions as the Representatives may designate Representative designates and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus Prospectuses to investors or prospective investors[; provided that the Underwriters (acting collectively) will reimburse the Company for up to $150,000 of expenses incurred by the Company in the performance of its obligations under this Agreement.] (ih) If set forth in the applicable Terms Agreement, for For a period beginning at the time of execution of the Terms Agreement and ending 10 60 days after the Closing Datedate of this Agreement, neither the Company nor its subsidiaries will, without the prior written consent of the RepresentativesRepresentative, the Company will not offer, sell, contract to sell sell, pledge or otherwise dispose of of, directly or indirectly, any United States U.S. dollar-denominated debt securities registered under the Securities Act or eligible for trading pursuant to Rule 144A, issued or guaranteed by the Company or its subsidiaries and having a maturity of more than one year from the date of issue issue, except issuances of exchangeable securities of the size and type previously described to the Representative; provided that the Company may offer and sell one or more series of senior notes, the proceeds of which are used to repurchase or redeem outstanding senior notes of the Company. (i) The Company will pay the “Clear Market Provision”)fees applicable to the Registration Statement in connection with the offering of the Offered Securities within the time required by Rule 456 under the Act (without reliance on subsection (b)(1)(i) thereof) and in compliance with Rule 457(r) under the Act.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with if consented to by the Representatives, subparagraph (5), such consent not to be unreasonably withheld or delayed) not later than the second business day following the earlier execution and delivery of the date it is first used or the date of the applicable Terms this Agreement. The Company has complied will also prepare a final term sheet, containing solely the terms of the Offered Securities, in the form set out in Schedule C, and will comply file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule and file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433 433(d) under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford not undertake any such amendment or supplement if the Representatives a reasonable opportunity to comment on any such proposed amendment or supplementreasonably object in writing thereto; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered (whether physically or through compliance with Rule 172 under the Act Act) in connection with sales by an underwriter the Underwriters or any dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Registration Statement or the Prospectus to comply with the Act, the Company shall (i) promptly will notify the Representatives of such event and (ii) will promptly prepare and file with the Commission Commission, at its own expense, an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. Neither the Representatives’ 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the later of (i) the effective date of the Company registration statement relating to the Offered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and its subsidiaries (iii) the date of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, Statement in the form it became effective (including all exhibits) and of all amendments thereto, any Statutory Prospectusrelated preliminary prospectus, any Issuer Free Writing Prospectusrelated preliminary prospectus supplement, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by the Underwriters or any dealer, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requestedthe Representatives request. The Prospectus shall be so furnished on or prior to 3:00 p.m., New York time, on the business day following the execution and delivery of this Agreement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (h) The Company will pay all expenses incident incidental to the performance of its obligations under this Agreement and will reimburse the Underwriters Agreement, for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus preliminary prospectuses, preliminary prospectus supplements and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus Prospectuses to investors or prospective investors; provided that the Underwriters (acting collectively) will reimburse the Company for up to $150,000 of expenses incurred by the Company in the performance of its obligations under this Agreement. (ih) If set forth in the applicable Terms Agreement, for For a period beginning at the time of execution of the Terms Agreement and ending 10 60 days after the Closing Date, without the prior consent date of the Representativesthis Agreement, the Company will not offer, sell, contract to sell sell, pledge or otherwise dispose of of, directly or indirectly, any United States U.S. dollar-denominated debt securities registered under the Securities Act or eligible for trading pursuant to Rule 144A, issued or guaranteed by the Company or its subsidiaries and having a maturity of more than one year from the date of issue issue, without the prior written consent of Credit Suisse Securities (USA) LLC, except issuances of exchangeable securities of the “Clear Market Provision”)size and type previously described to the Representatives; provided that the Company may offer and sell one or more series of senior notes, the proceeds of which are used to repurchase or redeem outstanding senior notes of the Company.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with if consented to by the Representatives, subparagraph (5), such consent not to be unreasonably withheld or delayed) not later than the second business day following the earlier execution and delivery of the date it is first used or the date of the applicable Terms this Agreement. The Company has complied will also prepare a final term sheet, containing solely the terms of the Offered Securities, in the form set out in Schedule C, and will comply file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule and file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433 433(d) under the Act. (b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and will afford not undertake any such amendment or supplement if the Representatives a reasonable opportunity to comment on any such proposed amendment or supplementreasonably object in writing thereto; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or any additional information and (iii) of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof (or the threatening of any proceeding for that purpose) and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered (whether physically or through compliance with Rule 172 under the Act Act) in connection with sales by an underwriter the Underwriters or any dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or 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 under which they were made, not misleading, or if it is necessary at any time to amend the Final Registration Statement or the Prospectus to comply with the Act, the Company shall (i) promptly will notify the Representatives of such event and (ii) will promptly prepare and file with the Commission Commission, at its own expense, an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance. Neither the Representatives’ 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. (d) As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make publicly generally available to its securityholders an earnings statement or statements covering a period of at least 12 months beginning after the later of (i) the effective date of the Company registration statement relating to the Offered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and its subsidiaries (iii) the date of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, Statement in the form it became effective (including all exhibits) and of all amendments thereto, any Statutory Prospectusrelated preliminary prospectus, any Issuer Free Writing Prospectusrelated preliminary prospectus supplement, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or any dealer, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requestedthe Representatives request. The Prospectus shall be so furnished on or prior to 3:00 p.m., New York time, on the business day following the execution and delivery of this Agreement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided, however, that for so long as the Company is required to file reports and information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and information. (h) The Company will pay all expenses incident incidental to the performance of its obligations under this Agreement and will reimburse the Underwriters Agreement, for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing any Statutory Prospectus preliminary prospectuses, preliminary prospectus supplements and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus Prospectuses to investors or prospective investors; provided that on the First Closing Date, the Underwriters (acting collectively) will reimburse the Company for up to $150,000 of expenses incurred by the Company in the performance of its obligations under this Agreement. (ih) If set forth in the applicable Terms Agreement, for For a period beginning at the time of execution of the Terms Agreement and ending 10 90 days after the Closing Date, without the prior consent date of the Representativesthis Agreement, the Company will not offer, sell, contract to sell sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its common stock or securities convertible into or exchangeable or exercisable for any United States dollar-denominated debt securities issued shares of its common stock, or guaranteed by publicly disclose the Company intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of Credit Suisse Securities (USA) LLC, except (i) grants of employee and having director stock options or restricted stock pursuant to the terms of a maturity plan in effect on the date hereof, (ii) issuances of more than one year from common stock pursuant to the exercise of options, preferred stock, contingent convertible senior notes or warrants outstanding on the date of issue the initial offering of the Offered Securities, (iii) issuances of common stock in exchange for preferred stock of the “Clear Market Provision”)Company outstanding on the date of the initial offering of the Offered Securities; (iv) the issuance of Underlying Shares upon conversion of the Offered Securities; and (v) the filing of a registration statement in accordance with a registration rights agreement relating to any preferred stock or contingent convertible senior notes of the Company outstanding on the date of the initial offering of the Offered Securities. (i) The Company will cause the Underlying Shares to be duly authorized for listing by the New York Stock Exchange on or prior to the First Closing Date and ensure that the Underlying Shares remain authorized for listing following the First Closing Date.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Cravath, Swaine & Xxxxx LLP, special counsel for the Underwriters (or any other counsel named as counsel for the Underwriters in any Terms Agreement), one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including a Final Prospectus) pursuant Prior to and in accordance with Rule 424(b)(2) (or, if applicable and after consultation with the Representatives, subparagraph (5)) not later than the second business day following the earlier termination of the date it is first used or the date offering of the applicable Terms Agreement. The Company has complied and will comply with Rule 433 under Offered Securities, the Act. (b) The Company will advise the Representatives promptly of not file any proposal amendment to amend or supplement the Registration Statement or supplement (including the Final Prospectus, any Statutory Preliminary Prospectus or any Permitted Free Writing Prospectus) to the Basic Prospectus unless the Company has furnished you a copy for your review prior to filing and will afford the Representatives a reasonable opportunity to comment on not file any such proposed amendment or supplement; and supplement to which the Representative reasonably objects. The Company will also cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative with the Commission pursuant to the applicable paragraph of Rule 424(b) and 430B within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will have paid the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) prior to the Closing Date. The Company will promptly advise the Representatives promptly of Representative (i1) when the filing of Final Prospectus, any such amendment supplement thereto or supplementany Permitted Free Writing Prospectus shall have been filed with the Commission, (ii2) when, prior to termination of the offering of the Offered Securities, any amendment to the Registration Statement shall have been filed or become effective, (3) of any request by the Commission or its staff for any amendment to of the Registration Statement, or for any supplement to any Statutory the Preliminary Prospectus, the Time of Sale Information or the Final Prospectus or for any additional information and information, (iii4) of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or preventing or suspending the use of any part thereof (Preliminary Prospectus or the Final Prospectus or the institution or threatening of any proceeding for that purpose or under Section 8A of the Securities Act, (5) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, and (6) 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 institution or threatening of any proceeding for such purpose) and . The Company will use its best efforts to prevent the issuance of any such stop order and or the occurrence of any suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible its liftingthe withdrawal of such stop order or objection or relief from such occurrence. (b) The Company will furnish to the Underwriters, without charge, as many copies of the Registration Statement, only one of which need include exhibits and materials, if issuedany, incorporated by reference therein, as the Representative may reasonably request and, during the period mentioned in Section 6(e) below, as many copies of the Final Prospectus and each Permitted Free Writing Prospectus, if applicable, any documents incorporated by reference therein and any supplements and amendments thereto as the Representative may reasonably request. (c) IfThe Company will prepare the Final Prospectus, as amended and supplemented, in relation to the Offered Securities in the form approved by the Representative and will file such Final Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second day following the execution and delivery of this Agreement, and before amending or supplementing the Registration Statement or the Final Prospectus with respect to the Offered Securities, will promptly advise and furnish the Representative with a copy of each such proposed amendment or supplement. (d) If at any time when prior to the Closing Date any event shall occur as a result of which the Time of Sale Information as then amended or supplemented would, in the judgment of the Company or in the judgment of the Underwriters’ counsel, 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 then existing, not misleading, or if, in the judgment of the Company or the judgment of the Underwriters’ counsel, it is necessary to amend or supplement the Time of Sale Information to comply with law, forthwith at the Company’s own expense, the Company agrees to amend or to supplement the Time of Sale Information and to furnish such amendment or supplement to the Underwriters, so as to correct such statement or omission or effect such compliance. Neither the Representative’s consent to, nor the Underwriters’ delivery to investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7. (e) If, during such period after the commencement of the public offering of the Offered Securities as in the judgment of counsel for the Underwriters a prospectus relating to the Offered Securities is required by law to be delivered (or but for the exemption in Rule 172 would be) required to be delivered but for Rule 172 under the Act Securities Act) in connection with sales of Offered Securities by an underwriter any Underwriter or dealer, any event occurs shall occur as a result of which the Final Prospectus as then amended or supplemented would would, in the judgment of the Company or in the judgment of the Underwriters’ counsel, include an any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madethen existing, not misleading, or if if, in the judgment of the Company or the judgment of the Underwriters’ counsel, it is necessary at any time to amend or supplement the Final Prospectus to comply with law, forthwith at the ActCompany’s own expense, the Company shall (i) promptly notify agrees to amend or to supplement the Representatives Final Prospectus and (ii) promptly prepare and file with the Commission an to furnish such amendment or supplement that will to the Underwriters, so as to correct such statement or omission or an amendment that will effect such compliance. (d) As soon as practicable. Neither the Representative’s consent to, nor the Company will make publicly available an earnings statement Underwriters’ delivery to investors of, any such amendment or statements supplement shall constitute a waiver of any of the Company and its subsidiaries which will satisfy the provisions of conditions set forth in Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested7. (f) The Company will endeavor in good faith in cooperation with the Underwriters to arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Representatives designate Representative designates and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities by the Underwriters, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (g) During the period of five years after the date of any Terms Agreement, the The Company will furnish make generally available to its security holders and the Representatives and, upon request, to each of the other Underwriters, if any, Representative as soon as practicable after an earning statement that satisfies the end provisions of each Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report or definitive proxy statement quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement. (h) The Company agrees, until the termination of the offering of the Offered Securities, to file all documents, and any amendments to previously filed with the Commission under the Exchange Act or mailed documents, required to stockholders; provided, however, that for so long as be filed by the Company is required to file reports and information with the Commission pursuant to Section 13 Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and in accordance therewith files such reports and information with the Commission, which are available to the public without cost, the Representatives (and the other Underwriters) shall be deemed to have been furnished all such reports and informationa timely manner. (hi) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (j) The Company will agrees to pay all costs and expenses incident incidental to the performance of its obligations under this Agreement the Transaction Documents, including, without limitation, (i) the fees and will reimburse expenses of the Underwriters for Trustee and any paying agent and their professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and any taxes payable in that connection and the costs of preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, the Final Prospectus and the Time of Sale Information and amendments and supplements thereto and the distribution thereof; (iii) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities; (iv) any expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Offered Securities or the Registration Statement for sale under the laws of such jurisdictions in the United States as the Representatives may designate Representative designates and the printing of memoranda relating thereto, ; (v) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Registration Statement; (vi) the fees and expenses of the Company’s counsel and independent accountants; and (vii) for expenses incurred in distributing any Statutory Prospectus the Time of Sale Information and the Final Prospectus Prospectus. The Company will also pay or reimburse the Underwriters (to the Underwriters extent incurred by them) for all travel expenses of the Company’s officers and for employees and any other expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to of the Company in connection with attending or hosting meetings with prospective investors or prospective investorsof the Offered Securities. (ik) If set forth in During the applicable Terms Agreement, for a period beginning at on the time of execution date hereof and continuing to and including the earlier of the Terms Agreement and ending 10 days after Closing Date or the Closing Date, without the prior consent termination of the Representativestrading restrictions, the Company will not offer, sell, contract to sell sell, pledge or otherwise dispose of of, directly or indirectly, any United States dollar-denominated debt securities issued or guaranteed by of the Company substantially similar to the Offered Securities, without the prior written consent of the Representative. (l) The Company will assist the Underwriters in arranging for the Offered Securities to be eligible for clearance and having a maturity settlement through the DTC. (m) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act of more than one year from 2002, and to use its best efforts to cause the date Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of issue (the “Clear Market Provision”)Xxxxxxxx-Xxxxx Act of 2002.