Common use of Conditions of the Underwriters’ Obligations Clause in Contracts

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Securities are subject to the following conditions: (a) On the date of this Agreement and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such purpose shall be pending before or threatened by the Commission and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives. (i) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase Underwriter and pay for the Securities are closing and sale of the Debentures as contemplated herein shall be subject to the accuracy of the representations and warranties of the Company herein as of the date hereof, the Effective Date, and each Closing Date, to the accuracy of the statements of the Company's officers made pursuant to the provisions hereof, or otherwise, to the performance by the Company of its covenants and agreements hereunder, and to the following additional conditions:. (a) On The Registration Statement shall have become effective not later than 4:30 p.m. Minneapolis, Minnesota time on the date of this Agreement or such later time and also on the Closing Date, PwC date as shall have furnished been consented to by you (referred to herein as the Underwriters letters, dated "Effective Date") and all filings required by Rule 424 and/or Rule 430A under the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No Act shall have been timely made; no stop order orders suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such that purpose shall be pending before have been instituted or threatened or shall be contemplated by the Commission or by any blue sky or state securities authority; and any all requests of the Commission or blue sky or state securities authorities for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or a supplement thereto or otherwise) shall have been complied with to your satisfaction. (b) You shall not have advised the reasonable satisfaction Company that the Registration Statement or the Prospectus or any amendment or any supplement thereto contains an untrue statement of material fact or omits to state a material fact which is required to be stated therein or is necessary to make the statements therein not misleading. (c) You and your counsel shall have been furnished with such documents and information as you or they may have requested. (d) You shall have received the opinion of Xxxxxxx & Xxxxxxxx, Ltd., legal counsel for the Company, dated as of each Closing Date, in the form attached hereto as Exhibit A. (e) At the time of execution of this Agreement and also at each Closing Date, you shall have received from Ernst & Young, LLP, a letter or letters, dated the date of delivery thereof, stating that they are independent public accountants with respect to the Company within the meaning of the Representatives.Act and that: (i) The Corporation In their opinion, the financial statements included in the Registration Statement and its subsidiaries shall not have sustained since Prospectus and reported on therein by them comply as to form in all material respects with the date applicable accounting requirements of the Act; (ii) On the basis of a limited review (but not an examination in accordance with generally accepted auditing standards) consisting of a reading of the unaudited financial statements included in the Registration Statement and Prospectus (if any) and the latest available interim financial statements of the Company subsequent thereto; a reading of the minutes of the board of directors and shareholders of the Company subsequent thereto; and inquiries of officials of the Company responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter and agreed upon by you, nothing has come to their attention that causes them to believe that: a) The unaudited financial statements included in the Registration Statement and Prospectus, if any, do not comply as to form in all material respects with the applicable accounting requirements of the Act or that such financial statements are not fairly presented in conformity with generally accepted accounting principles applied on a basis consistent with that of the audited financial statements included in the Pricing Disclosure PackageRegistration Statement and Prospectus; b) As of a specified date not more than five days prior to the date of this Agreement or each Closing Date, as applicable, there have been any loss changes in the capital stock, increases in long term or interference with its business from fireshort term debt, explosion, flood or other calamity, whether or not covered by insurancedecreases in total accounts receivable, or total inventories of the Company or any increase in liabilities or decreases in net current assets or stockholders' equity of the Company, in each case, as compared with amounts shown in the most recent balance sheet included in the Prospectus except, in each case, for changes, decreases or increases, as appropriate, which the Prospectus discloses have occurred or may occur or which are described in such letter; and c) For the period from the date of the most recent balance sheet included therein to such specified date, there was any labor dispute decrease, as compared with the corresponding period of the previous year, in net revenues or court any decrease in income from operations or governmental actionnet income or in primary or fully- diluted per share amounts of net income except, order in each case, for such decreases which the Prospectus discloses have occurred or decree that could reasonably be expected may occur or which are described in such letter. (iii) In addition to have a Material Adverse Effectthe examination referred to in their report included in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in clause (ii) above, they have carried out certain specified procedures requested by you, not constituting an audit in accordance with generally accepted auditing standards with respect to certain amounts, percentages and other financial information which are derived from the accounting records and other financial and statistical data of the Company which appear in the Prospectus and which are specified by you and have compared certain of such amounts, percentages and financial information with the accounting records and other appropriate data of the Company and have found them to be in agreement. In the event that the letters to be delivered pursuant to this subparagraph (e) shall set forth any changes, increases or decreases, it shall be a further condition to the Underwriter's obligation that you, in your sole discretion, shall have determined, after discussion with officers of the Company responsible for financial and accounting matters and with Ernst & Young, LLP, that such changes, increases or decreases as set forth in such letters do not reflect a material adverse change in the capital stock, short-term or long-term debt, net assets, net current assets, total accounts receivable, total inventories or stockholders' equity of the Company as compared with the amount shown in the most recent balance sheet of the Company included in the Prospectus or material adverse change in revenues or the total or per share amounts of net income (loss). (f) On each Closing Date, you shall have received a certificate, dated such date, of the President and the Chief Financial Officer of the Company to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct as if made on and as of such date and the Company has performed all obligations and satisfied all conditions on its part to be performed or satisfied at or prior to such date; (ii) The Commission has not issued any order suspending the effectiveness of the Registration Statement and no proceedings for that purpose have been instituted or are pending or threatened under the Act; (iii) The Registration Statement and the Prospectus and, if any, each amendment and each supplement thereto contain all statements and information required to be included therein and neither the Registration Statement nor the Prospectus nor any amendment nor any supplement thereto includes any untrue statement of a material fact or misstates any material fact required to be stated therein or necessary to make the statements therein not misleading and since the Effective Date, there has occurred no event required to be set forth in an amendment to the Registration Statement or supplement to the Prospectus which has not been so set forth. (iv) Subsequent to the respective dates as of which information is given in the Pricing Disclosure PackageRegistration Statement and Prospectus and prior to the date of such certificate, there shall not have been any change, and except as set forth or any development involving a prospective change, contemplated in the equity interestsRegistration Statement or the Prospectus: (A) the Company has not incurred, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising except in the ordinary course of business, any lease obligations or any direct or contingent liabilities or commitments, (B) the Company has not entered into any transaction other than in the case ordinary course of either clause business, (iC) the Company has not paid or declared any dividends or other distributions on its capital stock, (D) there has not been any change in the capital stock or any material adverse change, increase or decrease in the short-term or long-term debt, total accounts receivable, total inventories, net assets, net current assets or stockholders' equity of the Company or any material adverse change in or affecting the condition (financial or otherwise), business, key personnel, properties, assets, results of operations (present or prospective), or net worth of the Company and (E) no legal or governmental proceeding affecting the Company or the transactions contemplated hereby has been instituted or, to the Company's knowledge, threatened; (v) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the conduct of the business and operations of the Company has not, except as otherwise stated therein, been materially interfered with by strike, fire, flood, hurricane, accident, or other calamity (whether or not insured) or this clause (ii)by any court, other than arbitrator or governmental action, order or decree and, except as set forth in or contemplated by otherwise expressly stated therein, the Pricing Disclosure Package, if in the judgment properties of the Representatives, Company have not sustained any material loss or damage (whether or not insured) as a result of any such change makes it impracticable or inadvisable occurrence; and (vi) Attachment A to consummate the sale certificate is a complete and delivery accurate description of all transactions between the Company and its Subsidiaries and their affiliates, and Attachment B to the certificate is a complete and accurate description of all outstanding indebtedness of the Securities, Company and its Subsidiaries as contemplated in of the Prospectusdate of this Agreement. (dvii) No Event of Default, as defined in the Indenture, has occurred nor with the giving of notice or passage of time or both will occur. (g) The Company shall have filed a Form 8(a) with the Commission and shall be registered under the Securities Exchange Act of 1934, as amended. (h) The Debentures shall have been qualified for sale under the Blue Sky laws of such states and in such amounts as shall have been specified by the Underwriter. (i) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: occurred: (i) Any change or development involving a suspension prospective change in or material limitation affecting particularly the business or properties of the Company which in trading in securities generally on the New York Stock Exchange; judgment of the Managing Underwriters materially impairs the investment quality of the Debentures; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; Any banking moratorium; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the Any outbreak or escalation of major hostilities involving in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the declaration by judgment of the United States of a national emergency or war; or (v) Underwriter, the occurrence effect of any other such outbreak, escalation, declaration, calamity or crisis emergency makes it impractical or any inadvisable to proceed with completion of the sale of and payment for the Debentures; (iv) Any material adverse change in existing financial, political or economic conditions in the United States or elsewhereelsewhere which change, if in your opinion, has materially and adversely affected the effect market for the Debentures or other securities of any such event specified in clause (iv) the Company or the prospects for the Company, its business or its properties; or (v) in Any substantial loss to the judgment Company by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of business and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, Company regardless of whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters such loss shall have received on been insured. All such opinions, certificates, letters and documents shall be in compliance with the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter provisions hereof only if they are satisfactory in form satisfactory and substance to the Underwriters, dated the Closing Date, with respect you and to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably requestyour counsel. The negative assurance letter shall include language substantially to the effect If any of the penultimate paragraph of Schedule III hereto. The Corporation conditions specified in this section shall not have been fulfilled when and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of required by this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) this Agreement and all obligations of the Exchange ActUnderwriter hereunder may be canceled at, nor or at any time prior to, the applicable Closing Date by you. Any such cancellation shall there have been any public announcement, beyond what it had announced prior be without liability of the Underwriter to the date of this Agreement, that any such organization has under surveillance Company and shall be in writing or review its ratings by telegraph or telephone and confirmed in writing. The Managing Underwriters may waive in writing the nonperformance by the Company of any debt securities one or preferred stock more of the Corporation (foregoing conditions or extend the time for performance of such conditions. Each such waiver shall be applicable only to the item to which it relates and the closing to which it relates and no waiver or series of waivers shall be deemed to have waived any condition at any time other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating)the condition at the time explicitly waived. (j) The Underwriters You shall have received on the Closing Date a lender's certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the UnderwritersUnderwriter's counsel, from each lender of a Line.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Securities are subject to the following conditions: (a) On the date of this Agreement and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such purpose shall be pending before or threatened by the Commission and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives. (i) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letteropinion, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling Hunton Xxxxxxx Xxxxx LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter Such opinion shall also include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16September 19, 2018 2014 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Securities are as provided therein shall be subject to the accuracy, as of the date of the Terms Agreement and the Firm Closing Date or the Option Closing Date, as the case may be (as if made at such Closing Date), of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder, and to the following additional conditions: (a) On the date of this Agreement and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings proceeding for such that purpose shall be pending before have been instituted or, to the knowledge of the Company or any Underwriter, threatened by the Commission Commission, and any requests request of the Commission for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representativesyour satisfaction. (ib) The Corporation and its subsidiaries shall not have sustained since Subsequent to the date execution of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure PackageTerms Agreement, there shall not have been occurred (i) any change, or any development involving a prospective change, in or affecting particularly the equity interests, capital stock business or long-term debt properties of the Corporation Company or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a wholewhich, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of a majority in interest of the Underwriters, including any Representatives, any such change makes it impracticable or inadvisable to consummate materially impairs the sale and delivery investment quality of the Securities, as contemplated ; (ii) any downgrading in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any rating of the following: Company's debt securities by any "nationally recognized statistical rating organization" (ias defined for purposes of Rule 436(g) a under the Act); (iii) any suspension or material limitation in of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (iiiv) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general any banking moratorium on commercial banking activities declared by either Federal or New York authorities; or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (ivv) the any outbreak or escalation of major hostilities involving in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the declaration by the United States judgment of a national emergency or war; or (v) majority in interest of the occurrence of Underwriters, including any other calamity or crisis or any change in financialRepresentatives, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) outbreak, escalation, declaration, calamity or (v) in the judgment of the Representatives emergency makes it impracticable impractical or inadvisable to proceed with the public offering or completion of the sale of and payment for the Securities. (c) The Company shall have furnished you the opinion, dated the Closing Date, of the General Counsel of the Company or such other counsel to the Company as may be acceptable to you to the effect that: (i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Prospectus; (ii) The Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification and the failure so to qualify would have a material adverse effect on the Company; (iii) The authorized capital stock of the Company, the Securities, the Underlying Preferred Shares, the Depositary Receipts and the Deposit Agreement conform in all material respects to the descriptions thereof in the Prospectus; (iv) The shares of Preferred Stock constituting the Securities on or the Underlying Preferred Shares, as the case may be, have been validly authorized and, when issued and delivered as contemplated hereby (and, in the case of any Contract Securities, as contemplated by the Delayed Delivery Contracts with respect thereto), will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or similar rights; (v) The deposit of the Underlying Preferred Shares by the Company in accordance with the Deposit Agreement has been duly authorized and, when the Depositary Receipts representing the Depositary Shares are issued and delivered as contemplated hereby (and, in the case of any Contract Securities, as contemplated by the Delayed Delivery Contracts with respect thereto), the Depositary Shares will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or similar rights; (vi) Assuming due authorization, execution and delivery of any Deposit Agreement by the Depositary, each Depositary Share represented by a Depositary Receipt issued thereunder will represent the interest described in the Prospectus in a validly issued, outstanding, fully paid and non-assessable Underlying Preferred Share; assuming due execution and delivery of the Depositary Receipts by the Depositary pursuant to the Deposit Agreement, the Depositary Receipts will entitle the holders thereof to the benefits provided therein and in the Deposit Agreement; (vii) The Deposit Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company; (viii) The Terms Agreement (including the provisions of this Agreement) and any Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company; (ix) No consent, approval, authorization or order of any court or governmental agency, authority or body is required for the consummation by the Company of the transactions contemplated herein, in any Delayed Delivery Contract, in the Certificate of Designation relating to the series of Preferred Stock constituting the Securities or to the Underlying Preferred Shares (the "Preferred Shares Certificate of Designation") or in the Deposit Agreement, except such as have been obtained under the Act and such as may be required under the securities or blue sky laws of any jurisdiction in connection with the sale of the Securities; (x) The execution, delivery and performance of the Terms Agreement (including the provisions of this Agreement), any Delayed Delivery Contracts, the Preferred Shares Certificate of Designation and the Deposit Agreement and the issuance and sale of the Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company or any material subsidiary of the Company or any of their properties or any agreement or instrument known to such counsel to which the Company or any material subsidiary of the Company is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws of the Company or any such subsidiary; (xi) There are no contracts, agreements or understandings known to such counsel between the Company and any person granting such person the right to require the Company to include any securities in the manner contemplated securities registered pursuant to the Registration Statement; and (xii) The Registration Statement has become effective under the Act and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been initiated or are pending or threatened under the Act, and such registration statement, as of its effective date, the Prospectus as of the date of the Terms Agreement and the Closing Date and any amendment or supplement thereto, as of its date and the Closing Date, comply as to form in all material respects with the requirements of the Act and the Exchange Act and the applicable Rules and Regulations (except that such counsel need express no opinion as to the financial statements or other data of a financial or statistical nature); such counsel has no reason to believe that such registration statement, as of its effective date, or the Prospectus, as of the date of the Terms Agreement or the Closing Date, or any such amendment or supplement, as of its date and the Closing Date, contained any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except as aforesaid); the descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements or other data of a financial or statistical nature contained in the Registration Statement or the Prospectus. (d) You shall have received from your counsel, as specified in the Terms Agreement, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectus and other related matters as you may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to you a certificate, dated the Closing Date, of the Chairman of the Board, President or any Vice President and of the principal financial or accounting officer of the Company to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that: (i) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Corporation shall have performed Company has complied in all covenants material respects with all the agreements and agreements herein contained satisfied all the conditions on its part to be performed on its part or satisfied hereunder at or prior to the Closing Date.; (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (iii) no stop order suspending the effectiveness of the Registration Statement has been issued issued, and no proceedings for such that purpose are pending before or threatened by the Commissionhave been instituted or, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Dateto their knowledge, threatened; (iii) the Corporation has performed all covenants and agreements herein contained Registration Statement, including any supplements or amendments thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be performed on its part at stated therein or prior necessary to make the Closing Datestatements therein not misleading; the Prospectus, including any supplements or amendments thereto, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and since the effective date of the Registration Statement there has not occurred any event concerning which information is required to be contained in an amended or supplemented Prospectus concerning which such information is not contained therein; and (iv) there have been no material adverse changes in the Corporation and its subsidiaries have not sustained, since the date general affairs of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation Company and its subsidiaries taken as a whole, whole or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken position as a whole, whether or not arising shown by information contained in the ordinary course of businessRegistration Statement and the Prospectus, other than as set forth changes disclosed in or contemplated by the Pricing Disclosure Package Registration Statement and the Prospectus. (gf) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters You shall have received on the Closing Date a certificateletter from KPMG Peat Marwick LLP, dated the Closing Date, to the effect set forth in Exhibit II hereto, with respect to the Registration Statement and the Prospectus at the time of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto)Terms Agreement. (kg) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on Prior to the Closing Date, the Underwriters Company shall have received from the Chief Financial Officer of the Corporation a certificate with respect furnished to certain financial information included in the Pricing Disclosure Package you such further information, certificates and the Prospectus and related matters, in form and substance documents as you may reasonably satisfactory to the Underwritersrequest.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters hereunder to purchase and pay for the Firm Securities are subject shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the Company contained herein as of the date hereof and as of the Firm Closing Date as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company's officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and agreements hereunder and to the following additional conditions: (a) On The Prospectus and any amendment or supplement thereto approved by the date of this Agreement and also on the Closing Date, PwC Underwriters pursuant to Section 5(a) hereof shall have furnished to been filed with the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included Commission in the Pricing Disclosure Package manner and within the Prospectus. (btime period required by Rule 424(b) No under the Act; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto and no order directed at any document incorporated by reference in the use of Registration Statement or the Prospectus under the Securities Act or any amendment or supplement thereto shall have been issued and no proceedings for such that purpose shall be pending before have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have been complied with received an opinion, dated the Firm Closing Date, of Strexxx Xxxg, X.A., counsel for the Company, to the reasonable satisfaction of the Representatives.effect that: (i) The Corporation the Company and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any each of its subsidiaries that would constitute have been incorporated and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where they own or lease real property, maintain an office or otherwise transact business, except where the failure to be so qualified does not amount to a material adverse change liability or disability to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.;

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters hereunder to purchase and pay for the Firm Securities are subject shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company's officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and agreements hereunder and to the following additional conditions: (a) On If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement, shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Rule 462(b) Registration Statement, as the case may be, containing information regarding the initial public offering price of this Agreement the Securities has been filed with the Commission and also on (ii) the Closing Datetime confirmations are sent or given as specified by Rule 462(b)(2), PwC or with respect to the Original Registration Statement, or such later time and date as shall have furnished been consented to by the Underwriters lettersRepresentatives; if required, dated the respective Prospectus and any amendment or supplement thereto shall have been filed with the Commission, or shall have been filed at such later time and date of delivery thereofas shall have been consented to by the Representatives; if required, in form the Prospectus or any Term Sheet that constitutes a part thereof and substance reasonably satisfactory to any amendment or supplement thereto shall have been filed with the Underwriters, as to financial information included Commission in the Pricing Disclosure Package manner and within the Prospectus. (btime period required by Rules 434 and 424(b) No under the Act; no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act any amendment thereto shall have been issued issued, and no proceedings for such that purpose shall be pending before have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives). (ib) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificatean opinion, dated the Firm Closing Date, of the Chief Executive OfficerDrinker Biddxx & Xeatx XXX, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, United States counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing DateCompany, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion.that: (i) Subsequent this Agreement has been duly executed and delivered by the Company; (ii) the form of certificates for the Securities conforms to the date requirements of the Nasdaq National Market, and the Securities have been duly included for trading on the Nasdaq National Market subject to official notice of issuance; (iii) all of the issued shares of capital stock of the Company have been issued in compliance with all applicable United States federal securities laws; and, to the knowledge of such counsel, no holders of securities of the Company are entitled to have such securities registered under the Registration Statement, or such rights have been waived; (iv) the statements set forth under the headings, "Risk Factors--Income Tax Risks", "Risk Factors--Shares Eligible for Future Sale", "Management's Discussion and Analysis of Financial Condition and Plan of Operations--Taxation", "Business--Legal Proceedings," "Direct Sales", "Shares Eligible for Future Sale", "Certain Tax Considerations--Taxation of the Company and Annuity Reassurance--United States", and "Certain Tax Considerations--Taxation of Shareholders--United States Taxation" in the Prospectus, insofar as such statements constitute a summary of provisions of United States federal law and the documents or proceedings referred to therein, provide a fair summary of such legal matters, documents and proceedings; (v) to the best knowledge of such counsel, (A) no legal or governmental proceedings are pending in the United States to which the Company or its Subsidiary is a party or to which the property of the Company or its Subsidiary is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and no such proceedings have been threatened against the Company or its Subsidiary or with respect to any of their respective properties and (B) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (vi) the issuance, offering and sale of the Securities to the Underwriters by the Company pursuant to this Agreement and of the Direct Securities to the Strategic Investors and the Affiliated Purchasers by the Company pursuant to the Direct Agreements and the issuance of Common Shares issuable upon the exercise of the Class A Warrants and Class B Warrants, the compliance by the Company with the other provisions of this Agreement, no downgrading shall have occurred in the rating accorded Direct Agreements and the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) Class A Warrants and Class B Warrants and the consummation of the Exchange Actother transactions herein and therein contemplated do not (A) require the consent, nor shall there have been approval, authorization, registration or qualification of or with any public announcementUnited States governmental authority, beyond what it had announced prior to the date of this Agreement, that any except such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.have

Conditions of the Underwriters’ Obligations. The obligations obligation of the Underwriters hereunder to purchase offer and pay for sell the Securities are and the Option Securities is subject to the accuracy (as of the date hereof, and as of the Closing Dates) of and compliance with the representations and warranties of the Company to the performance by it of its agreement and obligations hereunder and to the following additional conditions: (a) On the date of this Agreement and also on the Closing Date, PwC The Registration Statement shall have furnished to become effective as and when cleared by the Underwriters lettersCommission, dated the respective date of delivery and you shall have received notice thereof, in form and substance reasonably satisfactory on or prior to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No any closing date no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such that or similar purpose shall have been instituted or shall be pending before pending, or, to your knowledge or threatened to the knowledge of the Company, shall be contemplated by the Commission and Commission; any requests for additional information request on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) for additional information shall have been complied with to the reasonable satisfaction of counsel to the RepresentativesUnderwriter; and qualification, under the securities laws of such states as you may designate, of the issue and sale of the Securities upon the terms and conditions herein set forth or contemplated and containing no provision unacceptable to you shall have been secured, and no stop order shall be in effect denying or suspending effectiveness of such qualification nor shall any stop order proceedings with respect thereto be instituted or pending or threatened under such law. (ib) The Corporation and its subsidiaries shall not have sustained since the On any closing date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Dateand, with respect to the Corporationletter referred to in subparagraph (iii), the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors date hereof, you shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion.received: (i) Subsequent to the date opinion, together with such number of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities signed or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading photostatic copies of such rating). (j) The Underwriters shall have received on opinion as you may reasonably request, addressed to you by Jeffers, Wilson, Shafx & Xalk, XXP, counsel for the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related mattersCompany, in form and substance reasonably satisfactory to the Underwriter and Willxxx X. Xxxxxx, Xxq., counsel to the Underwriter, dated each such closing date, to the effect that: (A) The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the jurisdiction in which it is incorporated and has all necessary corporate power and authority to carry on its business as described in the Prospectus. (B) The Company is qualified to do business in each jurisdiction in which conducting its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company's business or assets. (C) The Company has the full corporate power and authority to enter into this Agreement, the Underwriters' Warrant and to consummate the transactions provided for therein and each such Agreement has been duly and validly authorized, executed and delivered by the Company. Each of this Agreement and the Underwriters' Warrant, assuming due authorization, execution and delivery by each other party thereto, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency or similar laws governing the rights of creditors and to general equitable principles, and provided that no opinion need be given as to the enforceability of any indemnification or contribution provisions, and none of the Company's execution or delivery of this Agreement, or the Underwriters' Warrant, its performance hereunder or thereunder, its consummation of the transactions contemplated herein or therein, or the conduct of its business as described in the Registration Statement, the Prospectus, and any amendments or supplements thereto, conflicts with or will conflict with or results or will result in any material breach or violation of any of the terms or provisions of, or constitutes or will constitute a material default under, or result in the creation or imposition of any material lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company pursuant to the terms of (A) the articles of incorporation or by-laws of the Company, (B) to the knowledge of such counsel, any material license, contract, indenture, mortgage, deed of trust, voting trust agreement, stockholders' agreement, note, loan or credit agreement or any other agreement or instrument to which the Company is a party or by which it is or may be bound, or (C) to the knowledge of such counsel, any statute, judgment, decree, order, rule or regulation applicable to the Company, whether domestic or foreign. (D) The Company had authorized and outstanding capital stock as set forth in the Prospectus under the heading "Capitalization" as of the date set forth therein, and all of such issued and outstanding shares of capital stock have been duly and validly authorized and issued, and to the knowledge of such counsel are fully paid and nonassessable, and to the knowledge of such counsel no stockholder of the Company is entitled to any preemptive rights to subscribe for, or purchase shares of the capital stock and to the knowledge of such counsel none of such securities were issued in violation of the preemptive rights of any holders of any securities of the Company. (E) To the knowledge of such counsel, the Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the Underwriters' Warrant, and except as described in the Prospectus. The Common Stock, the warrants and the Underwriters' Warrants each conforms in all material respects to the respective descriptions thereof contained in the Prospectus. The outstanding shares of Common Stock, the Underwriters' Warrants and the Warrant Shares, upon issuance and delivery and payment therefore in the manner described herein, in the Underwriters' Warrant and in the Underwriters' Agreement, as the case may be, will be duly authorized, validly issued, fully paid and nonassessable. There are no preemptive or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company's articles of incorporation, by-laws, other governing documents or any agreement or other instrument known to such counsel to which the Company is a party or by which it is bound. (F) in accordance with the terms of the Underwriters' Warrant, will be duly and validly issued, fully paid and nonassessable. (G) To the knowledge of such counsel, there are no claims, suits or other legal proceedings pending or threatened against the Company in any court or before or by any governmental body which might materially affect the business of the Company or the financial condition of the Company as a whole, except as set forth in or contemplated by the Prospectus. (H) Based on oral and/or written advice from the staff of the Commission, the Registration Statement has become effective and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Prospectus is in effect and no proceedings for that purpose are pending before, or threatened by, federal or by a state securities administrator. (I) To the knowledge of such counsel, there are no legal or governmental proceedings, actions, arbitrations, investigations, inquiries or the like pending or threatened against the Company of a character required to be disclosed in the Prospectus which have not been so disclosed, questions the validity of the capital stock of the Company or this Agreement or the Underwriters' Warrant or might adversely affect the condition, financial or otherwise, or the prospects of the Company or which could adversely affect the Company's ability to perform any of its obligations under this Agreement, or the Underwriters' Warrant. (J) To such counsel's knowledge, there are no material agreements, contracts or other documents known to such counsel required by the Act to be described in the Registration Statement and the Prospectus and filed as exhibits to the Registration Statement other than those described in the Registration Statement and the Prospectus and filed as exhibits thereto, and to such counsel's knowledge (A) the exhibits which have been filed are correct copies of the documents of which they purport to be copies; (B) the descriptions in the Registration Statement and the Prospectus and any supplement or amendment thereto of contracts and other documents to which the Company is a party or by which it is bound, including any document to which the Company is a party or by which it is bound incorporated by reference into the Prospectus and any supplement or amendment thereto, are accurate in all material respects and fairly represent the information required to be shown by Form SB-2. (K) No consent, approval, order or authorization from any regulatory board, agency or instrumentality having jurisdiction over the Company, or its properties (other than registration under the Act or qualification under state or foreign securities law or approval by the NASD) is required for the valid authorization, issuance, sale and delivery of the Securities, the Option Securities or the Underwriters' Warrant. (L) The statements in the Prospectus under "Risk Factors- Dependence on Key Personnel and Consultants, Control by Existing Shareholders," "Indemnification of Officers and Directors," "Description of the Securities," and "Shares Eligible For Future Sale" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects. In addition, such counsel shall state that such counsel has participated in conferences with officials and other representatives of the Company, the Underwriters, Underwriter's Counsel and the independent certified public accountants of the Company, at which such conferences the contents of the Registration Statement and Prospectus and related matters were discussed, and although they have not certified the accuracy or completeness of the statements contained in the Registration Statement or the Prospectus, nothing has come to the attention of such counsel which leads them to believe that, at the time the Registration Statement became effective and at all times subsequent thereto up to and on the Closing Date and on any later date on which Option Shares are to be purchased, the Registration Statement and any amendment or supplement, when such documents became effective or were filed with the Commission (other than the financial

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Underwriters' Securities are subject to the following conditions: (a) On the date of this Agreement and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission and any requests request for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Underwriters or the Representatives. (b) Subsequent to the execution of this Agreement, (i) The Corporation there shall not have been any change in the capital stock or long term debt of the Company and its subsidiaries, (ii) there shall not have been any change on a consolidated basis in the general affairs, management, financial position or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, in each case other than as set forth in or contemplated by the Registration Statement and Prospectus, (iii) the Company and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any material loss or interference with its their business taken as a whole from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree that could reasonably be expected to decree, which is not set forth in the Registration Statement and Prospectus, (iv) no downgrading shall have a Material Adverse Effectoccurred in the rating accorded the Company's debt securities by Standard & Poor's Corporation or Xxxxx'x Investors Service, Inc. and (iiv) since if the respective dates as of which information is given Underwriters' Securities are denominated in the Pricing Disclosure Packagea currency or currencies other than United States Dollars, there shall not have been occurred any change, action by any governmental authority or any development change involving a prospective changecurrency exchange rates or exchange controls, if in the equity interests, capital stock or long-term debt reasonable judgment of a majority in interest of the Corporation Underwriters or the Representatives any of its subsidiaries that would constitute a material adverse change such development referred to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause ), (ii), other than (iii), (iv) or (v) is so material and adverse as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes to make it impracticable or inadvisable to consummate the sale and delivery of the Securities, Underwriters' Securities by the Underwriters as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (ec) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) Company contained herein shall be true and correct on and as of the Closing Date and the Corporation Company shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (fd) The Underwriters or the Representatives shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive OfficerChairman of the Board, the President or Vice Chairman of the Board, the President, any Vice President or the Treasurer and the chief financial or chief accounting officer of the CorporationCompany, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, certify that (i) no stop order suspending the effectiveness of the Registration Statement or prohibiting the sale of the Purchased Securities has been issued and no proceedings for such purpose are pending before or or, to the knowledge of such officers, threatened by the Commission, Commission and (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) Company contained herein are true and correct on and as of the Closing Date, (iii) Date and the Corporation Company has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (e) Within 24 hours after the execution of the Underwriting Agreement by the Company (or at such later time acceptable to the Representatives, or if there are none, such firm as may be designated by a majority in interest of the Underwriters) and on the Closing Date, the Representatives or such designated firm shall have received signed letters from Ernst & Young, dated the date of delivery, (ivi) in the Corporation case of the first such letter, substantially identical to the proposed form of such letter previously delivered to the Representatives or such designated firm; and its subsidiaries have not sustained(ii) in the case of the second such letter, since confirming, on the basis of a review in accordance with the procedures set forth in the first such letter, that nothing has come to their attention from the date of the latest audited most recent financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation Company filed with the Commission, audited or any of its subsidiaries that would constitute interim, as the case may be, to a material adverse change date not more than six days prior to the Corporation and its subsidiaries taken as a whole, or Closing Date which would require any material adverse change in the general affairsfirst such letter if it were required to be dated and delivered on the Closing Date, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken except in each case as a whole, whether or not arising described in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectussecond such letter. (gf) The Underwriters or the Representatives shall have received on the Closing Date from Xxxxxxxxx LLPXxxxxx, counsel for the Corporation and the Guarantors, Xxxxxxx & Xxxx LLP an opinion and negative assurance letteropinion, dated the Closing Date, substantially identical to the effect form of their opinion attached hereto as set forth in Schedule III hereto.Annex A. (hg) The Underwriters or the Representatives shall have received on the Closing Date from Shearman Xxxxxxxx & Sterling LLPXxxxxxxx, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, opinions dated the Closing Date, with respect to the CorporationCompany, the GuarantorsUnderwriters' Securities, the Securities Registration Statement and Prospectus and this Agreement as well as such other related matters as Agreement. Such opinions shall be satisfactory in all respects to the Underwriters may reasonably request. The negative assurance letter shall include language substantially to or the effect of the penultimate paragraph of Schedule III hereto. The Corporation Representatives, and the Guarantors Company shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinionopinions. (h) Subsequent to execution of this Agreement there shall not have occurred any of the following: (x) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or (y) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities. (i) Subsequent The Company shall have complied with the provisions of Section 6(d) hereof with respect to the furnishing of prospectuses on the New York business day next succeeding the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters Underwriter hereunder to purchase and pay for the Securities are subject to the accuracy, when made and as of the Applicable Time and on such Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) On The Registration Statements have become effective under the date of this Agreement Securities Act, and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No no stop order suspending the effectiveness of the any Registration Statement or any part thereof, preventing or suspending the use of any Preliminary Prospectus, the Prospectus under the Securities Act or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for such that purpose or pursuant to Section 8A under the Securities Act shall be pending before have been initiated or threatened by the Commission Commission, and any all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement Statements or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the RepresentativesUnderwriter; the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus, if any, and the Prospectus shall have been filed with, the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or the transactions contemplated hereby. (ib) The Corporation and its subsidiaries Underwriter shall not have sustained since discovered and disclosed to the date Company on or prior to such Closing Date that any Registration Statement or any amendment or supplement thereto contains an untrue statement of the latest audited financial statements included a fact which, in the Pricing opinion of counsel for the Underwriter, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any loss Issuer Free Writing Prospectus or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, Prospectus or any development involving a prospective changeamendment or supplement thereto contains an untrue statement of fact which, in the equity interestsopinion of such counsel, capital stock is material or long-term debt of the Corporation or omits to state any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of businessfact which, in the case opinion of either clause (i) or this clause (ii)such counsel, other than as set forth is material and is necessary in or contemplated by order to make the Pricing Disclosure Packagestatements, if in the judgment light of the Representativescircumstances in which they were made, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectusnot misleading. (dc) Subsequent All corporate proceedings and other legal matters incident to the execution authorization, form and validity of each of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive OfficerUnits, the President or any Vice President of Registration Statements, the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing General Disclosure Package, any loss or interference with its business from fireeach Issuer Free Writing Prospectus, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Packageif any, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change Prospectus and all other legal matters relating to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package this Agreement and the Prospectus. (g) The Underwriters transactions contemplated hereby shall have received on the Closing Date from Xxxxxxxxx LLP, be reasonably satisfactory in all material respects to counsel for the Corporation Underwriter, and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors Company shall have furnished to such counsel for the Underwriters such all documents as and information that they may reasonably request for the purpose of enabling to enable them to render pass upon such opinionmatters. (d) (i) Subsequent Xxxxxxxxx Xxxxxxx, LLP shall have furnished to the date of this AgreementUnderwriter such counsel’s written opinion and negative assurance statement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior counsel to the date of this AgreementCompany, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of addressed to the Corporation (other than an announcement with positive implication of a possible upgrading, Underwriter and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.Underwriter, to the effect set forth in Annex A and (ii) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx shall have furnished to the Underwriter such counsel’s written opinion and negative assurance statement, as Intellectual Property counsel to the Company, addressed to the Underwriter and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriter, to the effect set forth in Annex B.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters hereunder to purchase and pay for the Securities Underwritten Shares are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) On If the date filing of this Agreement the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and also on Regulations, the Closing Date, PwC Company shall have furnished to filed the Underwriters letters, dated Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included Commission in the Pricing Disclosure Package manner and within the Prospectus. time period so required (bwithout reliance on Rule 424(b)(8) No or 164(b) promulgated under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, nor suspending or preventing the use of the Pricing Disclosure Package or the Prospectus under the Securities Act or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for the issuance of such purpose an order shall be pending before have been initiated or threatened by threatened; and any request of the Commission and any requests or the Representative for additional information on the part of the Commission (to be included in the Registration Statement or Statement, the Pricing Disclosure Package and Prospectus, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the RepresentativesRepresentative’s satisfaction. (ib) The Corporation and its subsidiaries listing of the Shares on the NYSE MKT shall not have sustained since been suspended or terminated. (c) FINRA shall have raised no objection to the date fairness and reasonableness of the latest audited financial statements included in underwriting terms and arrangements. (d) The Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurancePackage and Prospectus, or from any labor dispute amendment thereof or court supplement thereto, or governmental actionany Issuer Free Writing Prospectus or Section 5(d) Writing, order contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or decree omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading and the Company shall not have promptly taken such action as is necessary to cure such untrue statement of material fact or material omission of fact. (e) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that could reasonably be expected to have a Material Adverse Effectterm is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have been furnished to the Representative the opinion letters of Pxxxxx Xxxxxx LLP and Sxxxx & Wxxxxx L.L.P. dated the Closing Date and addressed to the Underwriters, in form and substance set forth in Schedule III hereto. (g) The Representative shall have received on and as of the Closing Date an opinion of Dxxxxxxxx Wxxxxx PLLC, counsel for the Representative, with respect to such matters as the Underwriters may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. (h) The Representative shall have received a letter of Hxxx & Associates, LLP, on the date hereof and on the Closing Date addressed to the Underwriter, in a form acceptable to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package, there shall as of a date not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change prior to the Corporation date hereof or more than five days prior to the date of such letter), the conclusions and its subsidiaries taken as a whole, or any material adverse change in findings of said firm with respect to the general affairs, management, financial position, stockholders’ equity or results of operations of information and other matters required by the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause Underwriters. (i) or this clause (ii), other than as set forth in or contemplated by On the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this AgreementClosing Date, there shall not have occurred any been furnished to the Representative a certificate, dated the Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the following: Company, in their capacity as officers of the Company, to the effect that: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct on in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date Date, and the Corporation shall have performed Company has complied with all covenants the agreements and agreements herein contained satisfied all the conditions on its part to be performed on its part or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (fj) The Underwriters On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in a form attached hereto as Schedule IV, between the Underwriters and each party named on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which Schedule IV. (k) The Company shall certify, have furnished to the best of Representative and its counsel such officer’s knowledge after reasonable investigationadditional documents, on behalf of certificates and evidence as the Corporation Representative or the Underwriters’ counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and the Guarantorsas required to be fulfilled, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened this Agreement may be terminated by the Commission, (ii) Representative by notice to the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part Company at any time at or prior to the Closing DateDate and such termination shall be without liability of any party to any other party, (iv) the Corporation except that Section 5(a)(viii), Section 7 and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters Section 8 shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that survive any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, termination and no implication of a possible downgrading of such rating)remain in full force and effect. (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Securities are subject to the following conditions: (a) On the date of this Agreement and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such purpose shall be pending before or threatened by the Commission and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives. (i) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letteropinion, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling Xxxxxxx Xxxxx Xxxxxx LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter Such opinion shall also include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16September 19, 2018 2014 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, Agent and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Securities are subject Firm Shares shall be subject, in the Underwriters' sole discretion, to the accuracy of the representations and warranties of the Company contained herein as of the date hereof and as of the Firm Closing Date as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company's officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and agreements hereunder and to the following additional conditions: (a) On If the date registration statement, as heretofore amended, has not been declared effective as of this Agreement and also on the time of execution hereof, the registration statement, as heretofore amended or as amended by an amendment thereto to be filed prior to the Firm Closing Date, PwC shall have furnished been declared effective not later than 5:30 P.M., New York City time, on the date on which the amendment to such registration statement containing information regarding the Underwriters lettersinitial public offering price of the Securities has been filed with the Commission, dated the respective or such later time and date of delivery thereof, in form and substance reasonably satisfactory as shall have been consented to by the Underwriters; if required, as to financial information included the Prospectus and any amendment or supplement thereto shall have been filed with the Commission in the Pricing Disclosure Package manner and within the Prospectus. (btime period required by Rule 424(b) No under the Act, no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued issued, and no proceedings for such that purpose shall be pending before have been instituted or threatened or, to the knowledge of the Company or the Underwriters, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives). (ib) The Corporation Underwriters shall have received an opinion, dated the Firm Closing Date, of Xxxxx & Xxxx LLP, counsel to the Company, to the effect that: (1) the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its subsidiaries shall organization and is duly qualified to transact business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which its ownership or leasing of any properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have sustained since a materially adverse effect upon the date Company; (2) the Company has full corporate power and authority to own or lease its property and conduct its business as now being conducted and as proposed to be conducted, as described in the Registration Statement and the Prospectus, and the Company has full corporate power and authority to enter into this Agreement and the Representative's Warrant Agreement and to carry out all the terms and provisions hereof and thereof to be carried out by it; (3) to the knowledge of such counsel, there are no outstanding options, warrants or other rights granted by the Company to purchase shares of its Common Stock, preferred stock or other securities other than as described in the Prospectus; the Company Shares have been duly authorized and the Representative's Warrant Shares have been duly reserved for issuance by all necessary corporate action on the part of the latest audited financial statements included Company and the Company Shares when issued and delivered to and paid for by the Underwriters, pursuant to this Agreement, the Representative's Warrant when issued and delivered and paid for in accordance with this Agreement and the Representative's Warrant Agreement by the Underwriters, and the Representative's Warrant Shares when issued upon payment of the exercise price specified in the Pricing Disclosure PackageRepresentative's Warrant, will be validly issued, fully paid, nonassessable and free of preemptive rights and will conform to the description thereof in the Prospectus; to the knowledge of such counsel, no holder of outstanding securities of the Company is entitled as such to any loss preemptive or interference other right to subscribe for any of the Company Shares or the Representative's Warrant Shares; and to the knowledge of such counsel, no person is entitled to have securities registered by the Company under the Registration Statement or otherwise under the Act other than as described in the Prospectus; (4) the execution and delivery of this Agreement and the Representative's Warrant Agreement have been duly authorized by all necessary corporate action on the part of the Company and this Agreement and the Representative's Warrant Agreement have been duly executed and delivered by the Company, and each is a valid and binding agreement of the Company, enforceable against the Company in accordance with its business from fireterms, explosionexcept as enforceability may be limited by bankruptcy, flood insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and except as rights to indemnity and contribution under this Agreement and the Representative's Warrant Agreement may be limited by applicable securities laws and the public policy underlying such laws; (5) the Representative's Warrant conform to the description thereof in the Registration Statement and in the Prospectus and are duly authorized and upon payment of the purchase price therefore specified in Section 2(d) of this Agreement are validly issued and constitute valid and binding obligations of the Company entitled to the benefits of the Representative's Warrant Agreement; and the certificates representing the Securities are in due and proper form under law; (6) the statements set forth in the Prospectus under the caption "Description of Securities" insofar as those statements purport to summarize the terms of the capital stock and warrants of the Company, provide a fair summary of such terms; the statements set forth in the Prospectus describing statutes and regulations and the descriptions of the consequences to the Company under such statutes and regulations are fair summaries of the information set forth therein and are accurate in all material respects; the statements in the Prospectus, insofar as those statements constitute summaries of the contracts, instruments, leases or licenses referred to therein, constitute a fair summary of those contracts, instruments, leases or licenses and include all material terms thereof, as applicable; (7) none of (A) the execution and delivery of this Agreement and the Representative's Warrant Agreement, (B) the issuance, offering and sale by the Company to the Underwriters of the Securities pursuant to this Agreement and the Representative's Warrant Securities pursuant to the Representative's Warrant Agreement, nor (C) the compliance by the Company with the other calamityprovisions of this Agreement and the Representative's Warrant Agreement and the consummation of the transactions contemplated hereby and thereby, whether (1) requires the consent, approval, authorization, registration or not covered by insurance, qualification of or from with any labor dispute or court or governmental actionauthority known to us, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates except such as of which information is given in the Pricing Disclosure Package, there shall not have been any changeobtained and such as may be required under state blue sky or securities laws or (2) conflicts with or results in a breach or violation of, or constitutes a default under, any development involving material contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other material agreement or instrument known to such counsel to which the Company is a prospective change, in party or by which the equity interests, capital stock or long-term debt of the Corporation Company or any of its subsidiaries that would constitute a material adverse change to property is bound or subject, or the Corporation and its subsidiaries taken as a wholecertificate of incorporation or by-laws of the Company, or any material adverse change in statute or any judgment, decree, order, rule or regulation of any court or other governmental or regulatory authority known to us applicable to the general affairsCompany. (8) to the knowledge of such counsel, management, financial position, stockholders’ equity (A) no legal or results of operations governmental proceedings are pending to which the Company is a party or to which the property of the Corporation and its subsidiaries taken as a whole, whether or not Company is subject except those arising in the ordinary course of business, business and fully covered by insurance and (B) no contract or other document is required to be described in the case Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (9) the Company possesses adequate licenses, orders, authorizations, approvals, certificates or permits issued by the appropriate federal, state or local regulatory agencies or bodies necessary to conduct its business as described in the Registration Statement and the Prospectus, and, to the knowledge of either clause such counsel, there are no pending or threatened proceedings relating to the revocation or modification of any such license, order, authorization, approval, certificate or permit, except as disclosed in the Registration Statement and the Prospectus; (10) The Company is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation or by-laws, and to the knowledge of such counsel, the Company is not in (i) violation in any material respect of any law, statute, regulation, ordinance, rule, order, judgment or this clause decree of any court or any governmental or regulatory authority applicable to it, or (ii), other than as set forth ) default in or contemplated by the Pricing Disclosure Package, if any material respect in the judgment performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other material agreement or instrument to which it is a party or by which it or any of its property may be bound or subject, and no event has occurred which with notice, lapse of time or both would constitute such a default; (11) the RepresentativesShares have been approved for inclusion on The Nasdaq SmallCap Market; (12) to the knowledge of such counsel, neither the Company is not in default in any material respect in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other material agreement or instrument to which it is a party or by which it or any of its property may be bound or subject, and no event has occurred which with notice, lapse of time or both would constitute such change makes it impracticable or inadvisable to consummate a default; (13) the sale and delivery statements in the Prospectus under the caption "Description of the Securities, as contemplated " in the Prospectus., insofar as such statements purport to summarize the terms of the capital stock and warrants of the Company, provide a fair summary of such terms; and the statements in the Prospectus, insofar as those statements constitute matters of law or legal conclusions, or summaries of the contracts, agreement instruments, leases or licenses referred to therein, constitute a fair summary of those matters, legal conclusions, contracts, agreement instruments, leases or licenses and include all material terms thereof as applicable; (d14) Subsequent to the execution of this Agreement, there shall not have occurred Registration Statement is effective under the Act; any required filing of the following: (iProspectus pursuant to Rule 424(b) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and has been made in the manner contemplated in and within the Prospectus. (e) The representations time period required by Rule 424(b); and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued issued, and no proceedings for such that purpose are pending before have been instituted or threatened or, to the best knowledge of such counsel, are contemplated by the Commission, ; (ii15) the representations registration statement originally filed with respect to the Securities and warranties of the Corporation (on behalf of itself each amendment thereto and the Guarantors) contained herein are true and correct on and as of the Closing Date, Prospectus (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effecteach case, other than the financial statements and schedules and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission thereunder; and (16) the Company is not an "investment company" as defined in Section 3(a) of the Investment Company Act and, if the Company conducts its business as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on , it will not become an "investment company" and will not be required to register under the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Investment Company Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.; and

Conditions of the Underwriters’ Obligations. The obligations obligation of the Underwriters hereunder to purchase and pay for the Securities are Shares shall be subject to the accuracy of the representations and warranties of the Company in this Agreement as of the date of this Agreement and as of the Firm Shares Closing Date or Optional Shares Closing Date, as the case may be, to the accuracy of the statements of Company officers made pursuant to the provisions of this Agreement, to the performance by the Company of its obligations under this Agreement, and to the following additional terms and conditions: (a) On The Registration Statement shall have become effective not later than 5:00 P.M., Detroit time, on the date of this Agreement or on such later date and also on time as shall be consented to in writing by Ronex & Xo.; if the filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b) of the Rules, the Prospectus shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules; at each Closing Date, PwC shall have furnished to the Underwriters lettersif any, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no or proceedings for such purpose shall be pending before therefor initiated or threatened by the Commission Commission; and any requests for additional information on the part request of the Commission (to be included for inclusion of additional information in the Registration Statement or the Prospectus Statement, or otherwise) , shall have been complied with to the reasonable satisfaction of Ronex & Co. (b) At each Closing Date, Ronex & Xo., as representative of the Representatives.Underwriters, shall have received the favorable opinion of Dickinson, Wright, Moon, Van Dusen & Freexxx, xxunsel for the Company, dated the Firm Shares Closing Date or the Optional Shares Closing Date, as the case may be, addressed to the Underwriters and in form and scope reasonably satisfactory to counsel for Ronex & Co. to the effect that: (i) Each of the Company and the Bank (A) is a corporation or banking corporation, as applicable, existing and in good standing under the laws of the State of Michigan and (B) is not required to be qualified to do business in any jurisdiction outside Michigan. (ii) Each of the Company and the Bank has full corporate power and authority and all material authorizations, approvals, orders, licenses, certificates and permits of and from all governmental bank regulatory officials and bodies necessary to own its properties and to commence and conduct its business as described in the Registration Statement and Prospectus, including, without limitation, the FIB Order, the FDIC Order and the Federal Reserve Board Approval, subject to the fulfillment of the conditions with respect to the FIB Order, the FDIC Order and the Federal Reserve Board Approval all as described in Section 4(f) above, except for such authorizations, approvals, orders, licenses, certificates and permits as are not material to the ownership of their properties or commencement or conduct of their businesses; (iii) The Corporation Company has authorized capital stock as set forth in the Prospectus and, prior to the Closing, had one share of Common Stock issued and outstanding; the Shares have been duly and validly authorized and issued and upon receipt by the Company of payment therefor in accordance with the terms of this Agreement will be fully paid and nonassessable and are not and will not be subject to, preemptive rights; the Shares and the other capital stock and Stock Options of the Company conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus; (iv) To such counsel's knowledge, after due inquiry, the Company has no directly or indirectly held subsidiary other than the Bank; (v) When issued, sold, and delivered against payment therefor in accordance with the terms of the subscription agreement, the Company will be the registered holder of all of the outstanding capital stock of the Bank, and all such shares of stock so held will be validly issued and outstanding, fully paid and nonassessable and will be owned free and clear of any liens, encumbrances or other claims or restrictions whatsoever, subject to the provisions of the Banking Code, including, without limitation, Sections 77 and 201 of the Banking Code; (vi) the certificates evidencing the Shares are in the form approved by the Board of Directors of the Company, comply with the bylaws and the articles of incorporation of the Company, comply as to form and in all other material respects with applicable legal requirements; (vii) this Agreement has been duly and validly authorized, executed and delivered by the Company, and is the legal, valid and binding agreement and obligation of the Company enforceable in accordance with its subsidiaries shall terms, except (a) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors' rights or by general equity principles (including requirements of reasonableness and good faith in the exercise of rights and remedies), whether applied by a court of equity or a court of law in an action at law or in equity, or by the discretionary nature of specific performance, injunctive relief, and other equitable remedies, including the appointment of a receiver, and (b), with respect to provisions relating to indemnification and contribution, to the extent they are held by a court of competent jurisdiction to be void or unenforceable as against public policy or limited by applicable laws or the policies embodied in them; (viii) the Company is conveying to the respective Underwriters good and valid title to the Shares that are issued in their names, free and clear of any adverse claims, except to the extent any respective Underwriter has notice of any adverse claim; (ix) to the best of such counsel's knowledge, after due inquiry, there are (A) no contracts or other documents which are required to be filed as exhibits to the Registration Statement other than those filed as exhibits thereto, (B) no legal or governmental proceedings pending or threatened against the Company or the Bank, and (C) no statutes or regulations applicable to the Company or the Bank, or certificates, permits, grants or other consents, approvals, orders, licenses or authorizations from regulatory officials or bodies, which are required to be obtained or maintained by the Company or the Bank and which are of a character required to be disclosed in the Registration Statement and Prospectus which have not have sustained since been so disclosed; (x) the statements in the Registration Statement and the Prospectus, insofar as they are descriptions of corporate documents, stock option plans, contracts, or agreements or descriptions of laws, regulations, or regulatory requirements, or refer to compliance with law or to statements of law or legal conclusions, are correct in all material respects; (xi) to the best of such counsel's knowledge, after due inquiry, the execution, delivery and performance of this Agreement, the consummation of the transactions herein contemplated and the compliance with the terms and provisions hereof by the Company will not give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in a breach of any of the latest audited terms or provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or require any consent under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or the Bank pursuant to the terms of, any lease, indenture, mortgage, note or other agreement or instrument to which the Company or the Bank is a party or by which either of them or either of their properties or businesses is or may be bound or affected, nor will such action result in any violation of the provisions of the articles of incorporation or bylaws of the Company or the Bank or any statute or any order, rule, or regulation applicable to the Company or the Bank of any court or any federal, state, local or other regulatory authority or other governmental body, the effect of which, in any such case, would be expected to be materially adverse to the Company or the Bank; (xii) to the best of such counsel's knowledge, after due inquiry, no consent, approval, authorization or order of any court or governmental agency or body, domestic or foreign, is required to be obtained by the Company in connection with the execution and delivery of this Agreement or the sale of the Shares to the Underwriters as contemplated by this Agreement, except those which have been obtained; (xiii) to the best of such counsel's knowledge, after due inquiry, (A) neither the Company nor the Bank is in breach of, or in default (and no event has occurred which, with notice or lapse of time, or both, would constitute a default) under, any lease, indenture, mortgage, note, or other agreement or instrument to which the Company or the Bank, as the case may be, is a party; or (B) neither the Company nor the Bank is in violation of any term or provision of either of their articles of incorporation or bylaws, or of any franchise, license, grant, permit, judgment, decree, order, statute, rule or regulation; and (C) neither the Company nor the Bank has received any notice of conflict with the asserted rights of others in respect of Intangibles necessary for the commencement or conduct of its business, the effect of which, in any such case, would be expected to be materially adverse to the Company or the Bank; (xiv) the Registration Statement and the Prospectus and any amendments or supplements thereto (other than the financial statements as to which no opinion need be rendered) comply as to form with the requirements of the Securities Act and the Rules in all material respects; and (xv) the Registration Statement is effective under the Securities Act, and, to the best of such counsel's knowledge, after due inquiry, no proceedings for a stop order are pending or threatened under the Securities Act. In rendering the foregoing opinion, such counsel may rely upon certificates of public officials (as to matters of fact and law) and officers of the Company (as to matters of fact), and include qualifications in its opinion as are reasonably acceptable to Ronex & Xo. Copies of all such certificates shall be furnished to counsel to Ronex & Xo. on the Closing Date. In addition, such counsel shall state that they have participated in conferences with officers of the Company and a representative of the Underwriters at which the contents of the Registration Statement and Prospectus and related matters were discussed and although such counsel did not independently verify the accuracy or completeness of the statements made in the Registration Statement and Prospectus and does not assume any responsibility for the accuracy or completeness of the statements in the Registration Statement and Prospectus, on the basis of the foregoing, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement or Prospectus, as amended or supplemented, if amended or supplemented, contains any untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the statements therein not misleading; except that such statement may exclude financial statements, financial data, and statistical information included in the Pricing Disclosure PackageRegistration Statement and Prospectus. (c) On or prior to each Closing Date, any loss or interference with its business from fireRonex & Xo., explosionas representative of the Underwriters, flood or other calamityshall have been furnished such documents, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could certificates and opinions as they may reasonably be expected require for the purpose of enabling them to have a Material Adverse Effectreview the matters referred to in subsection (b) of this Section 5, and in order to evidence the accuracy, completeness or satisfaction of the representations, warranties or conditions herein contained. (iid) since the respective dates as of which information is given in the Pricing Disclosure PackagePrior to each Closing Date, (i) there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any no material adverse change in the general affairs, managementcondition or prospects, financial positionor otherwise, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a wholeCompany or the Bank; (ii) there shall have been no material transaction, whether or not arising in the ordinary course of business, in entered into by the case of either clause (i) Company or this clause (ii), other than the Bank except as set forth in the Registration Statement and Prospectus, other than transactions referred to or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable therein or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchangewhich Ronex & Co. has given its written consent; (iii) neither the Company nor the Bank shall be in default (nor shall an event have occurred which, with notice or lapse of time, or both, would constitute a general moratorium on commercial banking activities declared by either Federal default) under any provision of any material agreement, understanding or New York or Texas State authorities or a instrument relating to any outstanding indebtedness that is material disruption in commercial banking or securities settlement or clearance services in the United Statesamount; (iv) no action, suit or proceeding, at law or in equity, shall be pending or threatened against the outbreak or escalation of major hostilities involving the United States Company or the declaration Bank before or by any court or Federal, state or other commission, board or other administrative agency having jurisdiction over the United States of Company or the Bank, as the case may be, which is expected to have a national emergency material adverse effect on the Company or warthe Bank; or and (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for no stop order shall have been issued under the Securities on Act and no proceedings therefor shall have been initiated or be threatened by the terms and in the manner contemplated in the ProspectusCommission. (e) The representations and warranties At each Closing Date, Ronex & Xo., as representative of the Corporation (on behalf Underwriters, shall have received a certificate signed by the Chairman of itself the Board, and the GuarantorsPresident or Secretary of the Company dated the Firm Shares Closing Date or Optional Shares Closing Date, as the case may be, to the effect that the conditions set forth in subsection (d) contained herein shall be true above have been satisfied and correct on and as to the accuracy, as of the Firm Shares Closing Date and or the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Optional Shares Closing Date, as the case may be, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation Company set forth in Section 4 hereof. (on behalf of itself and the Guarantorsf) contained herein are true and correct on and as of the At or prior to each Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing DateRonex & Xo., (iv) the Corporation and its subsidiaries have not sustained, since the date as representative of the latest audited financial statements included Underwriters, shall have received a "blue sky" memorandum of Dickinson, Wright, Moon, Van Dusen & Freexxx, counsel for the Company, addressed to Ronex & Xo. and in the Pricing Disclosure Packageform and scope reasonably satisfactory to Ronex & Xo., any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt representative of the Corporation Underwriters, concerning compliance with the blue sky or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations securities laws of the Corporation and its subsidiaries, taken as a whole, whether or not arising states listed in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the ProspectusExhibit C attached to this Agreement. (g) The Underwriters All proceedings taken in connection with the sale of the Shares as herein contemplated shall be reasonably satisfactory in form and substance to Ronex & Xo. and to counsel for Ronex & Xo., and Ronex & Xo. shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letterRonex & Xo. a favorable opinion, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the of each Closing Date, with respect to such of the Corporationmatters set forth under subsections (b) (i), the Guarantors(iii), the Securities (vi), (vii), and (xv) of this Agreement as well as Section 5, and with respect to such other related matters as the Underwriters Ronex & Xo. may reasonably requestrequire, if the failure to receive a favorable opinion with respect to such other related matters would cause Ronex & Xo. The negative assurance letter shall include language substantially to deem it inadvisable to proceed with the effect sale of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors Shares. (h) There shall have furnished been duly tendered to such counsel for Ronex & Xo., as representative of the Underwriters such documents Underwriters, certificates representing all the Shares agreed to be sold by the Company on the Firm Shares Closing Date or the Optional Shares Closing Date, as they the case may reasonably request for the purpose of enabling them to render such opinionbe. (i) Subsequent No order suspending the sale of the Shares prior to the date of this Agreementeach Closing Date, no downgrading in any jurisdiction listed in Exhibit C, shall have occurred in been issued on the rating accorded Firm Shares Closing Date or the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” Optional Shares Closing Date, as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgradingcase may be, and no implication proceedings for that purpose shall have been instituted or, to Ronex & Xo.'s knowledge or that of a possible downgrading of such rating)the Company, shall be contemplated. (j) The Underwriters NASD, upon review of the terms of the public offering of the Shares, shall not have received on objected to the Underwriters' participation in the same. If any condition to the Underwriters' obligations hereunder to be fulfilled prior to or at the Firm Shares Closing Date a certificate, dated or the Optional Shares Closing Date, as the case may be, is not so fulfilled, Ronex & Xo., as representative of the Vice President and Treasurer Underwriters, may terminate this Agreement pursuant to Section 9(c) hereof or, if Ronex & Xo., as representative of the CorporationUnderwriters, so elects, waive any such conditions which shall certify, to have not been fulfilled or extend the best time of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto)their fulfillment. (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase and pay for the Securities are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof and at the time of purchase (and the several obligations of the Underwriters at the Option Closing Date are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof and at the time of purchase (unless previously waived) and at the Option Closing Date, as the case may be), the performance by the Company of its obligations hereunder and to the following conditionsadditional conditions precedent: (a) On The Company shall furnish to you at the date time of this Agreement purchase and also on at the Option Closing Date, PwC shall have furnished to as the Underwriters letterscase may be, dated an opinion of Kxxxxxxxxxx & Lxxxxxxx LLP, counsel for the respective date of delivery thereofCompany, in form and substance reasonably satisfactory addressed to the Underwriters, and dated the time of purchase, or the Option Closing Date, as the case may be, with reproduced copies for each of the other Underwriters and in form reasonably satisfactory to financial information included Sxxxxxxx & Cxxxxxxx LLP, counsel for the Underwriters, stating that: (i) The Company and each of the Subsidiaries is a corporation duly incorporated, existing and in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Pricing Disclosure Package Registration Statement and the Prospectus. Each Subsidiary is duly qualified to do business as a foreign corporation in good standing in each jurisdiction where the ownership or leasing of the properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect. The Company is, directly or indirectly, the sole record owner and to such counsel’s knowledge the sole beneficial owner of all of the capital stock of IWLG and IMH Assets, and of all of the Preferred Stock of IFC to the extent and as described in the Prospectus. To such counsel’s knowledge, all of the outstanding shares of common stock of IFC is owned by Jxxxxx X. Xxxxxxxxx, Wxxxxxx X. Xxxxxxx and Rxxxxxx X. Xxxxxxx, each an officer of the Company. To such counsel’s knowledge, IFC is the beneficial owner of all of the outstanding capital stock of SAC. (ii) All of the outstanding shares of Common Stock and the shares of capital stock of the Subsidiaries have been, and the Shares to be sold by the Company when paid for by the Underwriters in accordance with the terms of this Agreement, will be, duly authorized, validly issued, fully paid and nonassessable and (a) to such counsel’s knowledge, not issued in violation of any preemptive right, resale right, right of first refusal or similar right and (b) No stop order suspending will not be subject to any right of first refusal, resale right or preemptive or similar right under (i) the effectiveness statutes, judicial and administrative decisions and the rules and regulations of the governmental agencies of the state of California, (ii) such Subsidiaries’ charter or by-laws or (iii) any instrument, document, contract or other agreement specifically referred to in the Registration Statement or any instrument, document, contract or agreement filed as an exhibit to, or incorporated as an exhibit by reference in, the Registration Statement. Except as described in the Registration Statement or the use Prospectus, to such counsel’s knowledge, (x) there is no commitment or arrangement to issue, and (y) there are no outstanding options, warrants or other rights calling for the issuance of, any share of capital stock of the Company, any Subsidiary or NFS to any person or any security or other instrument that by its terms is convertible into, exercisable for or exchangeable for capital stock of the Company. (iii) The description of the Common Stock of the Company and the Preferred Stock of IFC contained in the Prospectus under conforms in all material respects to the Securities terms thereof contained in the Charter of the Company and the Articles of Incorporation of IFC, respectively, and is complete and accurate in all material respects. (iv) The Registration Statement and the Prospectus (including any documents incorporated by reference into the Registration Statement and the Prospectus, at the time they became effective or were filed, as amended) comply (or complied) in all material respects as to form with the requirements of the Act shall have been issued or the Exchange Act, as applicable (except that such counsel expresses no opinion as to financial statements and no proceedings for related schedules and other financial or statistical data contained in the Registration Statement or the Prospectus, or incorporated by reference therein). (v) To such purpose shall be pending before counsel’s knowledge, any instrument, document, lease, license, contract or threatened other agreement (collectively, “Documents”) required by the Commission and any requests for additional information on the part of the Commission (Act to be included described or referred to in the Registration Statement or the Prospectus has been properly described or otherwise) shall have been complied with referred to therein and any Document required to be filed as an exhibit to the reasonable satisfaction Registration Statement, or any document incorporated by reference therein, has been filed as an exhibit thereto or has been incorporated as an exhibit by reference therein; and, to such counsel’s knowledge, no default exists, nor has any event occurred which with notice, lapse of time or both, would result in a default, in the Representativesdue performance or observance of any material obligation, agreement, covenant or condition contained in any Document filed or required by the Act to be filed as an exhibit to the Registration Statement, or any document incorporated by reference therein. (vi) To such counsel’s knowledge, except as disclosed in the Registration Statement or the Prospectus, as amended, no person or entity has the right to require the registration under the Act of shares of Common Stock or other securities of the Company by reason of the filing or effectiveness of the Registration Statement. (vii) To such counsel’s knowledge, none of the Subsidiaries is in violation of its Articles of Incorporation or by-laws. (viii) All descriptions in the Prospectus and the Prospectus Supplement, as such descriptions may have been updated by descriptions in the Prospectus Supplement, or incorporated by reference therein, of statutes, regulations or legal or governmental proceedings to the extent that they constitute matters of law or legal conclusions, are accurate in all material respects and present in all material respects the information required to be shown by the Act and the Exchange Act. (ix) The Company has the corporate power and authority to enter into this Agreement, and this Agreement has been duly authorized, executed and delivered by the Company. (x) The execution and delivery by the Company of, and the performance by the Company of its agreements in, this Agreement do not and will not (i) The Corporation breach or result in a default under, cause the time for performance of any obligation to be accelerated under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company, any of its Subsidiaries or NFS pursuant to the express terms or provisions of, (x) any indenture, mortgage, deed of trust, loan agreement, bond, debenture, note agreement, capital lease or other evidence of indebtedness of which such counsel has knowledge, (y) any voting trust arrangement or any contract or other agreement that restricts the ability of the Company to issue securities and of which such counsel has knowledge or (z) any Document filed as an exhibit to, or incorporated as an exhibit by reference in, the Registration Statement, (ii) breach or otherwise violate any existing obligation of the Company under any court or administrative order, judgment or decree of which such counsel has knowledge and which names the Company, its subsidiaries shall not have sustained since Subsidiaries or NFS and is specifically directed to it or its properties, its Subsidiaries or their properties or NFS or its properties or (iii) violate applicable provisions of any statute or regulation of the State of California existing and in effect as of the date of such opinion as in such counsel’s experience are of general application to transactions of the latest audited financial statements included in sort contemplated by the Pricing Disclosure PackageAgreement. (xi) No consent, any loss approval, authorization or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any changeof, or any development involving a prospective changefiling or declaration with, any California, New York or Federal court or any governmental agency, regulatory commission, board, authority or body is required in connection with the authorization, issuance, transfer, sale or delivery of the Shares by the Company, in connection with the equity interestsexecution, capital stock delivery and performance of this Agreement by the Company or longin connection with the taking by the Company of any action contemplated thereby or, if so required, all such consents, approvals, authorizations, filings and orders, have been obtained and are in full force and effect, except such as have been obtained under the Act and the Rules and Regulations and such as may be required under state securities or Blue Sky laws and any rules or regulations thereunder or similar laws or by the by-term debt laws and rules of the Corporation or NASD in connection with the purchase and distribution by the Underwriters of the Shares, which such counsel need not express any opinion. (xii) Based on information in the Prospectus and Fact Certificate, none of the Company, any of its subsidiaries that would constitute a material adverse change to the Corporation Subsidiaries or NFS is, and its subsidiaries taken as a whole, or any material adverse change if operated in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising future solely in the ordinary course of business, manner described in the case of either clause Prospectus will be, (i) an “investment company” or this clause (ii)an “affiliated person” of, other than or “promoter” or “principal underwriter” for, an “investment company,” as set forth in or contemplated by the Pricing Disclosure Package, if such terms are defined in the judgment of the Representatives, any such change makes it impracticable Investment Company Act or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in “broker” within the Corporation’s securities on meaning of Section 3(a)(4) of the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities Exchange Act or a material disruption in commercial banking or securities settlement or clearance services in “dealer” within the United States; (ivmeaning of Section 3(a)(5) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable Exchange Act or inadvisable required to proceed with be registered pursuant to Section 15(a) of the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the ProspectusExchange Act. (exiii) The representations and warranties Shares have been duly authorized for listing by the American Stock Exchange upon official notice of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Dateissuance. (fxiv) The Underwriters shall have received on Registration Statement has become effective under the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certifyAct and, to the best of such officercounsel’s knowledge after reasonable investigationknowledge, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings proceeding for such that purpose are has been instituted or is threatened, pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectuscontemplated. (gxv) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect All pending or threatened legal or governmental proceedings of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to which such counsel for has knowledge and that are required by the Underwriters such documents as they may reasonably request for Act or the purpose of enabling them Exchange Act to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred be described in the rating accorded Registration Statement or the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there Prospectus have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.so described as

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Securities are subject to the following conditions: (a) On the date of this Agreement The Registration Statement shall be effective and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission Commission; and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied filed with the Commission pursuant to Rule 424 within the reasonable satisfaction of the Representativestime period required by such rule. (ib) The Corporation and its subsidiaries shall not have sustained since Subsequent to the date of this Underwriting Agreement and prior to the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure PackageClosing Date, there shall not have been occurred any change, or any development involving a prospective change, in the equity interestscondition, capital stock financial or long-term debt otherwise, or in the earnings, business or operations of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation Company and its subsidiaries subsidiaries, taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as from that set forth in or contemplated by the Pricing Disclosure PackageProspectus that, if in the judgment of the RepresentativesUnderwriters, any such change is material and adverse and that makes it impracticable or inadvisable to consummate the sale and delivery of the Securitiesit, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it Underwriters, impracticable or inadvisable to proceed with market the public offering or the sale of and payment for the Securities Bonds on the terms and in the manner contemplated in the Prospectus. (ec) The Underwriters shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in subsection (b) of this Section 8. Such certificate will also provide that the representations and warranties of the Corporation (on behalf of itself and the Guarantors) Company contained herein shall be are true and correct on and as of the Closing Date Date; that the Company has performed and complied with all agreements and conditions in this Underwriting Agreement and the Corporation shall have performed all covenants and agreements herein contained Indenture to be performed or complied with by the Company at or prior to the Closing Date; and that no events of the type specified in subsections (k) or (l) of this Section 8 have occurred. The officer making such certificate may rely upon the best of his knowledge as to threatened proceedings. (d) On the Closing Date, the Underwriters shall have received from Xxxxxx & Xxxx, as counsel to the Company, Xxxx & Priest LLP, as special counsel to the Company, [Xxxxxx, Xxxxxxxx & Branch, Professional Association,] as New Hampshire counsel to the Company, Haight, Gardner, Poor & Xxxxxx, as counsel to the Owner Trustee, and Xxxxxxx & Xxx, as Pennsylvania counsel to the Owner Trustee, opinions, dated the Closing Date, substantially in the forms set forth in Exhibits A, B, C, D and E hereto, respectively, with such changes therein as may be agreed upon by the Company and the Underwriters. (e) On the Closing Date, the Underwriters shall have received from their counsel, Winthrop, Stimson, Xxxxxx & Xxxxxxx, an opinion, dated the Closing Date, substantially in the form set forth in Exhibit F hereto. (f) The opinions of counsel (other than the opinions of the Owner Participant's Tax Counsel, NRC Counsel and New Hampshire Counsel) required to be delivered on its part the Closing Date pursuant to Section 10(c) of the Participation Agreement as a condition precedent to a refunding and Section 4(a) of the Refunding Agreement as a condition precedent to the issuance and delivery of the Bonds shall also be addressed and delivered to the Underwriters. (g) The opinion of counsel required to be delivered to the Indenture Trustee pursuant to Section 2.05(a)(3) of the Indenture shall also be addressed and delivered to the Underwriters. (h) The Underwriters shall have received, on or prior to the date of this Underwriting Agreement, a letter dated the Closing Date in form and substance satisfactory to the Underwriters, from Coopers & Xxxxxxx LLP, independent public accountants, which shall contain statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus. (i) On the Closing Date, the Underwriters shall have received from Coopers & Xxxxxxx LLP a letter, dated the Closing Date, confirming, as of a date not more than five days prior to the Closing Date, the statements contained in the letter delivered pursuant to Section 8(h) hereof. (j) On the Closing Date, the Underwriters shall have received a certificate, dated the Closing Date and signed by an authorized signatory of the Owner Trustee, to the effect that the representations and warranties of the Owner Trustee contained herein are true and correct, and the Owner Trustee has performed and complied with all agreements and conditions in this Underwriting Agreement, the Refunding Agreement and the Indenture to be performed or complied with by the Owner Trustee at or prior to the Closing Date. (fk) The Underwriters shall have received on Between the Closing Date a certificate, dated date hereof and the Closing Date, no Indenture Event of Default (or an event that, with the Chief Executive Officergiving of notice or the passage of time or both, would constitute an Indenture Event of Default) under the President or any Vice President of the Corporation, which Indenture shall certify, have occurred. (l) Subsequent to the best execution and delivery of such officer’s knowledge after reasonable investigation, on behalf of the Corporation this Underwriting Agreement and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given for (ivA) any intended or potential downgrading or (B) any review or possible change that does not indicate the Corporation and its subsidiaries have not sustained, since the date direction of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any possible change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt Bonds or any of the Company's securities or preferred stock by any “"nationally recognized statistical rating organization,” " as that such term is defined in Section 3(a)(62) for purposes of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such ratingRule 436(g). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The Company and the Underwriter agree that the issuance and sale of the Securities and all obligations of the Underwriters Underwriter hereunder to purchase and pay for the Securities are subject to the accuracy of the representations and warranties of the Company and the Bank herein contained as of the date hereof and the Closing Time, to the accuracy of the statements of officers and directors of the Company and the Bank made pursuant to the provisions hereof, to the performance by the Company and the Bank of its obligations hereunder, and to the following further conditions: (a) On The Registration Statement shall have been declared effective by the Commission not later than 5:30 P.M., Eastern Time, on the date of this Agreement hereof, and also on no order suspending the Closing Date, PwC Offering shall have furnished to been issued or proceedings therefor initiated or threatened by the Underwriters lettersSupervisor and no order suspending the sale of the Securities in any jurisdiction shall have been issued. (b) At Closing Time, the Underwriter shall have received: (1) The favorable opinion, dated as of Closing Time, of Gordxx, Xxxxxx, Xxneywell, Malanca, Petexxxx & Xaheim, P.L.L.C., special counsel for the respective date of delivery thereofCompany and the Bank, in form and substance reasonably satisfactory to counsel for the UnderwritersUnderwriter, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such purpose shall be pending before or threatened by the Commission and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives.effect that: (i) The Corporation Company has been duly organized and its subsidiaries shall is validly existing under the laws of the State of Washington as a business corporation; the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to effect on the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity condition or results of operations of the Corporation Company. (ii) The Bank has been duly organized and its subsidiaries taken is validly existing under the laws of the State of Washington as a wholestate chartered bank; the Bank is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or not arising in leasing of property or the ordinary course conduct of business, except where the failure to so qualify would not have a material adverse effect on the financial condition or results of operations of the Bank. (iii) The Company and the Bank each has full corporate power and authority to own, lease and operate its respective properties and to conduct its respective business as described in the case Prospectus and to enter into and perform its respective obligations under this Agreement. (iv) The authorized, issued and outstanding capital stock of either clause (i) or this clause (ii), other than the Company is as set forth in or contemplated by the Pricing Disclosure Package, if in Prospectus under "Capitalization"; the judgment issued and outstanding shares of capital stock of the RepresentativesCompany have been duly authorized, any such change makes it impracticable or inadvisable to consummate the sale are validly issued, fully paid and delivery of the Securities, as contemplated in the Prospectusnonassessable. (dv) Subsequent The deposit accounts of the Bank are insured by the BIF of the FDIC up to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectusapplicable legal limits. (evi) The representations Securities have been duly and warranties validly authorized for issuance and sale to the Underwriter pursuant to this Agreement and, when issued and delivered by the Company against payment of the Corporation (on behalf of itself consideration set forth in the Price Determination Agreement, will be duly and the Guarantors) contained herein shall be true validly issued and correct on fully paid and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Datenon-assessable. (fvii) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, issuance of the Chief Executive Officer, the President Securities is not subject to preemptive or any Vice President other similar rights arising by operation of the Corporation, which shall certifylaw or, to such counsel's Actual Knowledge, under any instrument or Agreement to which the best of Company or the Bank is a party or which either may be bound or otherwise. (viii) The Prospectus is effective under the Securities Act and, to such officer’s knowledge after reasonable investigationcounsel's Actual Knowledge, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement Prospectus has been issued and no by the Commission or proceedings for such purpose are pending before therefor initiated or threatened by the Commission. (ix) At the time the Prospectus became effective and at the Time of Delivery, the Prospectus (iiother than the financial statements and supporting schedules include therein, as to which no opinion need be rendered) complied as to form in all material respects with the representations and warranties requirements of the Corporation (on behalf of itself Securities Act and the GuarantorsSecurities Act Regulations. (x) contained herein are true The execution and correct on delivery of this Agreement and as the Price Determination Agreement and the consummation of the Closing Date, (iii) transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included Company and the Bank, and this Agreement and the Price Determination Agreement each constitutes a legal, valid and binding Agreement of the Company and the Bank, enforceable in the Pricing Disclosure Package, any loss or interference accordance with its business from fireterms, explosionexcept as the enforceability thereof may be limited by bankruptcy, flood insolvency, moratorium, reorganization, receivership, conservatorship or other calamitysimilar laws relating to or affecting the enforcement of creditors' rights generally or the rights of creditors of depository institutions whose accounts are insured by the FDIC, general equity principles, regardless or whether such enforceability is considered in a proceeding in equity or at law. (xi) The execution and delivery of this Agreement and the Price Determination Agreement, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein will not covered by insuranceconflict with or constitute a breach of, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Packagedefault under, and (v) since the respective dates as no event has occurred which, with notice or lapse of which information is given in the Pricing Disclosure Packagetime or both, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance, that, individually or in the aggregate, would have a material adverse change to effect on the Corporation and its subsidiaries taken as a wholefinancial condition, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations or business of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package Company and the ProspectusBank upon any property or assets of the Company and the Bank pursuant to any material contract, indenture, mortgage, loan Agreement, note, lease or other instrument to which the Company and the Bank is a party or by which any of them may be bound, or to which any of the property or assets of the Company and the Bank is subject, nor will such execution or delivery result in any violation of the provisions of the certificate of incorporation or bylaws of the Company or the Bank. (gxii) The Underwriters shall have No further approval, authorization, consent or other order of any public board or body is required to be received on by the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation Company and the Guarantors, an opinion Bank in connection with the execution and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date delivery of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities offering, issuance or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) sale of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior Securities to the date Underwriter, except as may be required under the 17 18 Securities or Blue Sky laws of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and various jurisdictions as to which no implication of a possible downgrading of such rating)opinion need be rendered. (jxiii) The Underwriters shall have received on Common Stock conforms to the Closing Date description thereof contained in the Prospectus, and the form of certificate used to evidence the Common Stock is in due and proper form and complies with all applicable statutory requirements. (xiv) To such counsel's Actual Knowledge there are no legal or governmental proceedings pending or threatened against or affecting the Company or the Bank which are required to be disclosed in the Prospectus, other than those disclosed therein, and all pending legal or governmental proceedings to which the Company and the Bank is a certificateparty or to which any of its respective property is subject which are not described in the Prospectus, dated including ordinary routine litigation incidental to its business, are, considered in the Closing Dateaggregate, not material. (xv) To such counsel's Actual Knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments to which the Company and the Bank is a party required to be described or referred to in the Prospectus other than those described or referred to therein, and the descriptions thereof or references thereto are correct. (xvi) The statements in the Prospectus under the captions "Regulation" and "Description of the Vice President and Treasurer of the Corporation, which shall certifyCapital Stock", to the best extent such statements constitute summaries of such officer’s knowledge after reasonable investigationmatters of law, on behalf are, in all material respects, accurate summaries of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto)matters set forth therein. (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Securities are subject Shares to be delivered at each Time of Delivery shall be subject, in their discretion, to the accuracy of the representations and warranties of the Company contained herein as of the date hereof and as of such Time of Delivery, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and agreements hereunder, and to the following conditionsadditional conditions precedent: (a) On If the Registration Statement as amended to date has not become effective prior to the execution of this Agreement, such registration statement shall have been declared effective not later than 11:00 a.m., Charlotte time, on the date of this Agreement and also on the Closing Date, PwC or such later date and/or time as shall have furnished been consented to by you in writing. The Prospectus and any amendment or supplement thereto shall have been filed with the Underwriters letters, dated Commission pursuant to Rule 424(b) within the respective date applicable time period prescribed for such filing and in accordance with Section 5(a) of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No this Agreement; no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act in part thereof shall have been issued and no proceedings for such that purpose shall be pending before or have been instituted, threatened or, to the knowledge of the Company and the Representatives, contemplated by the Commission Commission; and any all requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to your reasonable satisfaction. (b) Moorx & Xan Xxxxx, XXLC, counsel for the reasonable satisfaction Underwriters, shall have furnished to you such opinion or opinions, dated such Time of Delivery, with respect to the incorporation of the RepresentativesCompany, the validity of the Shares being delivered at such Time of Delivery, the Registration Statement, the Prospectus, and other related matters as you may reasonably request and which are customary, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (c) You shall have received an opinion, dated such Time of Delivery, of Smith, Anderson, Blount, Dorsett, Mitcxxxx & Xernxxxx, L.L.P., counsel for the Company in form and substance satisfactory to you and your counsel, to the effect that: (i) The Corporation Company has been duly incorporated and is validly existing as a corporation under the laws of North Carolina and has the corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement and the Prospectus and to enter into this Agreement and perform its obligations hereunder. (ii) The subsidiary of the Company has been duly incorporated, is validly existing as a national banking association under the laws of the United States of America and has the corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement and the Prospectus. The subsidiary is duly qualified to transact business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which it owns or leases property, or conducts any business, so as to require such qualification, except where the failure to so qualify would not have a material adverse effect on the financial position, results of operations or business of the Company and its subsidiaries subsidiary. (iii) The Company's authorized, issued and outstanding capital stock is as disclosed in the Prospectus. All of the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and conform to the description of the Common Stock contained in the Prospectus. (iv) All of the issued shares of capital stock of the Company's subsidiary has been duly authorized and validly issued, are fully paid and, except as provided under the National Bank Act, nonassessable, and are owned beneficially by the Company. (v) The Shares have been duly authorized and, when issued and delivered against payment therefor as provided herein, will be validly issued and fully paid and nonassessable and will conform to the description of the Common Stock contained in the Prospectus. (vi) The issue and sale of the Shares being issued at such Time of Delivery and the performance of this Agreement and the consummation of the transactions herein contemplated will not conflict with, or (with or without the giving of notice or the passage of time or both) result in a breach or violation of any of the terms or provisions of, or constitute a default under any of the following which is filed as an exhibit to the Registration Statement: any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or its subsidiary is a party or to which any of their respective properties or assets is subject, nor will such action conflict with or violate any provision of the Articles of Incorporation or Bylaws of the Company or its subsidiary or any statute, rule or regulation which in such counsel's experience is normally applicable to transactions of the type contemplated by this Agreement or to the best of counsel's knowledge any order, judgment or decree of any court or governmental agency or body having jurisdiction over the Company or its subsidiary or any of their respective properties or assets. (vii) No consent, approval, authorization or order from, or registration, qualification or filing with, any governmental agency or body is required for the issue and sale of the Shares or the consummation of the transactions contemplated by this Agreement, except the registration of the Shares under the Act and such as may be required under state securities or blue sky laws in connection with the offer, sale and distribution of the Shares by the Underwriters. (viii) This Agreement has been duly authorized, executed and delivered by the Company. (ix) The Registration Statement and the Prospectus and each amendment or supplement thereto (other than the financial statements and schedules and other financial information included therein, as to which such counsel need express no opinion), as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act and the rules and regulations thereunder. The descriptions in the Registration Statement and the Prospectus of statutes are accurate and fairly present the information required to be shown; and such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Registration Statement or Prospectus that are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required. (x) The Registration Statement is effective under the Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and to such counsel's knowledge no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and, to such counsel's knowledge, no proceedings for that purpose have been instituted or threatened or are contemplated by the Commission. (xi) The Company is not, and will not be as a result of the consummation of the transactions contemplated by this Agreement, an "investment company," or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940. Such counsel shall also state that no facts have come to their attention which lead them to believe that as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to the date hereof (other than the financial statements and related schedules therein or other financial data derived from accounting records, as to which they need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectuses or any further amendment or supplement thereto made by the Company prior to the date hereof (other than the financial statements and related schedules therein or other financial data derived from accounting records, as to which they need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of the date hereof, either the Registration Statement or the Prospectuses or any further amendment or supplement thereto made by the Company prior to the date hereof (other than the financial statements and related schedules therein or other financial data derived from accounting records, as to which they need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering any such opinion, such counsel may rely, as to matters of fact, to the extent such counsel deem proper, in certificates of responsible officers of the Company and public officials. (d) You shall have sustained since received from Cherry, Bekaert & Holland, L.L.P. letters dated, respectively, the date of this Agreement and the effective date of the most recently filed post-effective amendment to the Registration Statement and also at each Time of Delivery, in form and substance satisfactory to you, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference in the Registration Statement and the Prospectus. (e) Since the date of the latest audited financial statements included in the Pricing Disclosure PackageProspectus, neither the Company nor its subsidiary shall have sustained (i) any loss or interference with its business their respective businesses from fire, explosion, flood flood, hurricane or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effectdecree, and otherwise than as disclosed in or contemplated by the Prospectus, or (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective changechange (including without limitation a change in management or control of the Company), in or affecting the equity interestsposition (financial or otherwise), capital stock results of operations, net worth or long-term debt business prospects of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation Company and its subsidiaries taken as a wholesubsidiary, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other otherwise than as set forth disclosed in or contemplated by the Pricing Disclosure PackageProspectus (including any amendment), if the effect of which, in the either such case, is in your judgment of the Representatives, any such change makes so material and adverse as to make it impracticable unpracticable or inadvisable to consummate proceed with the purchase, sale and delivery of the SecuritiesShares being delivered at such Delivery as contemplated by the Registration Statement, as contemplated in amended as of the Prospectusdate hereof. (df) Subsequent to the execution of this Agreement, date hereof there shall not have occurred any of the following: (i) a any suspension or material limitation in trading in securities generally on the New York Stock ExchangeExchange (other than normal market breaks or cooling periods), or any setting of minimum prices for trading on such exchange, or in the Common Stock by the Commission or the NASDAQ National Market of the NASDAQ Stock Market; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities in New York declared by either Federal federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Statesstate authorities; (iviii) the any major outbreak or major escalation of major hostilities involving the United States or the States, declaration by the United States of a national emergency (other than with respect to natural disasters) or war; war or (v) the occurrence of any other national or international calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, emergency if the effect of any such event specified in this clause (iv) or (viii) in the your judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or purchase, sale and delivery of the sale Shares being delivered at such Time of and payment for Delivery as contemplated by the Securities on Registration Statement, as amended as of the terms and in the manner contemplated in the Prospectusdate hereof. (eg) The representations and warranties Company shall have furnished to you at such Time of Delivery certificates of officers of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and Company, satisfactory to you as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, accuracy of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained Company herein are true and correct on at and as of such Time of Delivery, as to the Closing Date, (iii) performance by the Corporation has performed Company of all covenants and agreements herein contained of its obligations hereunder to be performed on its part at or prior to such Time of Delivery, and as to such other matters as you may reasonably request, and the Closing Date, (iv) Company shall have furnished or caused to be furnished certificates as to the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as matters set forth in or contemplated by the Pricing Disclosure Packagesubsections (a) and (e) of this Section 7, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken such other matters as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III heretoyou may reasonably request. (h) The Underwriters Shares shall have received be listed on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. NASDAQ National Market of The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinionNASDAQ Stock Market. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations In addition to the execution and delivery of the Underwriters Price Determination Agreement, the Underwriters' obligations hereunder to purchase and pay for the Securities are subject to the following conditions: (a) On the date of this Agreement and also on the Closing Date, PwC The Prospectus shall have furnished to been filed by the Underwriters lettersCompany as required by Section 4(a) hereof and (i) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending or threatened by the Commission, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (bii) No stop no order suspending the effectiveness of the Registration Statement or the use qualification or registration of the Prospectus Securities under the Securities Act securities or Blue Sky laws of any jurisdiction shall have been issued be in effect and no proceedings proceeding for such purpose shall be pending before or threatened or contemplated by the Commission and or the authorities of any requests such jurisdiction, (iii) any request for additional information on the part of the staff of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) any such authorities shall have been complied with to the reasonable satisfaction of the Representativesstaff of the Commission or such authorities, (iv) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to you and you did not object thereto in good faith, and (v) you shall have received a certificate, dated the Closing Date and signed by the Chief Executive Officer or the Chairman of the Board of Directors of the Company and the Chief Financial Officer of the Company (who may, as to proceedings threatened, rely upon the best of their information and belief), to the effect of clauses (i), (ii) and (iii). (b) You shall not in good faith have advised the Company that the Registration Statement, or any amendment thereto, contains an untrue statement of fact that in the reasonable opinion of you or your counsel is material or omits to state a fact that in the reasonable opinion of you or your counsel is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or that the Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the reasonable opinion of you or your counsel is material or omits to state a fact that in the reasonable opinion of you or your counsel is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and which statement has not been or is not being corrected to your satisfaction. (c) Subsequent to the execution and delivery of this Underwriting Agreement and prior to the Closing Date, there shall not have occurred any downgrading in the rating accorded the Securities or any other debt securities of the Company by any Rating Agency nor shall any notice have been given to the Company of (i) The Corporation any intended or potential downgrading by any Rating Agency in such securities, or (ii) any review or possible change by any Rating Agency that does not indicate a stable, positive or improving rating accorded such securities. (d) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there shall not have been a material adverse change in the general affairs, business, business prospects, properties, management, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, in each case other than as set forth in or contemplated by the Registration Statement and the Prospectus (ii) there shall not have been any change on a consolidated basis, in the equity capitalization, short-term debt or long-term debt of the Company, or any adverse change in the rating assigned to any securities of the Company, in each case other than as set forth in or contemplated by the Registration Statement and the Prospectus, and (iii) neither the Company nor any of its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any material loss or interference with its business or properties from fire, explosion, flood or other calamitycasualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree that could reasonably be expected to have a Material Adverse Effectdecree, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure PackageRegistration Statement and the Prospectus, if in the your judgment of the Representatives, any such change development makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension offer or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for deliver the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since Since the respective dates as of which information is given in the Pricing Disclosure PackageRegistration Statement and the Prospectus, there has not shall have been any change, no litigation or any development involving a prospective change, in other proceeding instituted against the equity interests, capital stock or long-term debt of the Corporation Company or any of its subsidiaries that or any of their respective officers or directors in their capacities as such, before or by any Federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding would constitute a material adverse change to materially and adversely affect the Corporation business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations . (f) Each of the Corporation representations and its subsidiarieswarranties of the Company contained herein shall be true and correct in all material respects at the Closing Date, taken as a wholeif made at the Closing Date, whether and all covenants and agreements contained herein to be performed on the part of the Company and all conditions contained herein to be fulfilled or not arising in the ordinary course of business, other than as set forth in or contemplated complied with by the Pricing Disclosure Package and Company at or prior to the ProspectusClosing Date, shall have been duly performed, fulfilled or complied with. (g) The Underwriters You shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letterone or more opinions, dated the Closing Date, substantially satisfactory in form and substance to your counsel, from Xxxxxxx, Procter & Xxxx LLP, counsel to the Company, to the effect as set forth in Schedule III hereto.Exhibit A. --------- (h) The Underwriters You shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwritersopinion, dated the Closing Date, from O'Melveny & Xxxxx LLP, your counsel, with respect to the CorporationRegistration Statement, the Guarantors, the Securities Prospectus and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter Agreement, which opinion shall include language substantially be satisfactory in all respects to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinionyou. (i) Subsequent to Concurrently with the date execution and delivery of this Agreement, no downgrading the Accountants shall have occurred furnished to you a letter, dated the date of its delivery, addressed to you and in form and substance satisfactory to you, confirming that they are independent accountants with respect to the Company as required by the Act and the 1933 Act Rules and Regulations and with respect to the financial and other statistical and numerical information contained in the rating accorded Registration Statement or incorporated by reference therein. At the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as Closing Date, the Accountants shall have furnished to you a letter, dated the date of its delivery, which shall confirm, on the basis of a review in accordance with the procedures set forth in the letter from the Accountants, that term is defined in Section 3(a)(62) nothing has come to their attention during the period from the date of the Exchange Act, nor letter referred to in the prior sentence to a date (specified in the letter) not more than three days prior to the Closing Date which would require any change in their letter dated the date hereof if it were required to be dated and delivered at the Closing Date. (j) On the Closing Date there shall there have been furnished to you an accurate certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to you, to the effect that: (i) Each signer of such certificate has carefully examined the Registration Statement and the Prospectus (including any public announcementdocuments filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus) and (A) as of the date of such certificate, beyond what such documents are true and correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not untrue or misleading and (B) no event has occurred as a result of which it had announced is necessary to amend or supplement the Prospectus in order to make the statements therein not untrue or misleading in any material respect and there has been no document required to be filed under the Exchange Act and the Exchange Act Rules and Regulations that upon such filing would be deemed to be incorporated by reference into the Prospectus that has not been so filed. (ii) Each of the representations and warranties of the Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all material respects. (iii) Each of the covenants required to be performed by the Company herein on or prior to the delivery of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the date of this Agreementsuch certificate has been duly, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, timely and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto)fully complied with. (k) The Securities shall be eligible qualified for clearance sale in such states as you may reasonably request, each such qualification shall be in effect and settlement through DTCnot subject to any stop order or other proceeding on the Closing Date. (l) On The Company shall have furnished to you such certificates, in addition to those specifically mentioned herein, as you may have reasonably requested as to the date of this Agreement accuracy and also on completeness at the Closing DateDate of any statement in the Registration Statement or the Prospectus or any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, as to the Underwriters shall have received from accuracy at the Chief Financial Officer Closing Date of the Corporation a certificate representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to your obligations hereunder. (m) All such opinions, certificates, letters and other documents will be in compliance with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, provisions hereof only if they are reasonably satisfactory in form and substance to you and your counsel. The Company will furnish you with such conformed copies of such opinions, certificates, letters and other documents as you shall reasonably satisfactory to the Underwritersrequest.

Conditions of the Underwriters’ Obligations. The respective obligations of the Underwriters hereunder to purchase and pay for the Securities Shares are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of a Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed such Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; and no proceedings for the issuance of such an order shall have been initiated or threatened by the Commission. (b) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of this Agreement the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and also on (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (c) On the Closing Date, PwC there shall have been furnished to the Underwriters letters(i) an opinion of Xxxxxx Xxxx LLP, dated the respective date Closing Date, addressed to the Underwriters, in substantially the form attached hereto as Exhibit A, (ii) an opinion and a disclosure letter of delivery thereofPillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, dated the Closing Date, addressed to the Underwriters, in substantially the form attached hereto as Exhibit B and (ii) a disclosure letter of Ellenoff Xxxxxxxx & Schole LLP, dated the Closing Date, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, provided that, with respect to any Closing Date for any Additional Shares occurring following the Closing Date for the Firm Shares, each of Xxxxxx Xxxx LLP, Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP and Ellenoff Xxxxxxxx & Schole LLP, at its election, may instead deliver a bring down opinion and/or letter, as to financial information included applicable, re-affirming, as of such Closing Date for the Additional Shares, the statements in its opinion and/or disclosure letter, as applicable, delivered on the Pricing Disclosure Package Closing Date for the Firm Shares, and the Prospectusdelivery of such bring down letter shall be deemed to satisfy the conditions set forth in clause (i) or clause (ii) above, as the case may be. (bd) No stop order suspending the effectiveness As of the Registration Statement or date hereof and on the use Closing Date, the Underwriters shall have received a letter of KPMG LLP and Xxxxxxxx LLP, dated the Prospectus under date hereof and the Closing Date, as applicable, and addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act shall have been issued and no proceedings for such purpose shall be pending before or threatened by are in compliance with the Commission and any requests for additional information on applicable requirements relating to the part qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction Commission, and confirming, as of the Representatives. (i) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Packagesuch letter (or, any loss with respect to matters involving changes or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) developments since the respective dates as of which specified financial information is given in the Pricing Time of Sale Disclosure Package, there shall as of a date not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change prior to the Corporation and its subsidiaries taken as a whole, date hereof or any material adverse change in more than five days prior to the general affairs, management, financial position, stockholders’ equity or results date of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (iisuch letter), the conclusions and findings of said firm with respect to the financial information and other than as set forth in or contemplated matters covered by its letter delivered to the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to Underwriters concurrently with the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The On the Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and addressed to the Underwriters, signed by either the chief executive officer or the chief financial officer of the Company, in their capacity as such on behalf of the Company, to the effect that: (i) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be Company in this Agreement are true and correct on correct, in all material respects, as if made at and as of the Closing Date Date, and (ii) the Corporation shall have performed Company has complied in all covenants material respects with all the agreements and agreements herein contained satisfied all the conditions on its part required to be performed on its part or satisfied at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated On the Closing Date, of or the Chief Executive OfficerOption Closing Date, as applicable, the President or any Vice President of the Corporation, which Company shall certify, have furnished to the best Underwriters a certificate signed by the Company’s secretary including copies of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending all resolutions of the effectiveness Company’s Board of Directors or committees thereof relating to the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, offer and sale of the Shares and (ii) the representations Company’s articles of incorporation and warranties bylaws, each as amended and in effect on the Closing Date. (g) The Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the offer and sale of the Corporation Shares, including as an exhibit thereto this Agreement. (h) On the date hereof, each of the Company’s executive officers and directors listed on behalf of itself Schedule II attached hereto shall have executed and delivered to the Guarantors) contained herein are true and correct on and Underwriters a lock-up agreement, substantially in the form attached hereto as Exhibit B. If any condition specified in this Section 6 shall not have been fulfilled in all material respects as of the Closing Date, (iii) this Agreement may be terminated by the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior Representative by written notice to the Closing Date, (iv) Company specifying in reasonable detail the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Packagereason for such termination, and (v) since the respective dates as such termination shall be without liability of which information is given in the Pricing Disclosure Packageany party to any other party, there has not been any changeexcept that Section 5(a)(vii), or any development involving a prospective changeSection 5(b)(i), in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters Section 7 shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that survive any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, termination and no implication of a possible downgrading of such rating)remain in full force and effect. (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase and pay for the Securities are subject to the accuracy, when made and as of the Applicable Time and on the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) On The Registration Statements have become effective under the date of this Agreement Securities Act, and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No no stop order suspending the effectiveness of the any Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, any Preliminary Prospectus, the Prospectus under the Securities Act or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for such that purpose or pursuant to Section 8A under the Securities Act shall be pending before have been initiated or threatened by the Commission Commission, and any all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement Statements or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives; the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus and the Prospectus shall have been filed with, the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or the transactions contemplated hereby. (b) None of the Underwriters shall have discovered and disclosed to the Company on or prior to the Closing Date that any Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings incident to the authorization, form and validity of each of this Agreement, the Stock, the Warrants, the Registration Statements, the General Disclosure Package, each Issuer Free Writing Prospectus and the Prospectus and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Xxxxxx LLP shall have furnished to the Representatives such counsel’s written opinion and negative assurance statement, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Representatives and set forth on Exhibit C hereto. (e) The Representatives shall have received from Xxxxxxx Procter LLP, counsel for the Underwriters, such counsel’s written opinion and negative assurance statement, dated the Closing Date, with respect to such matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. (f) At the time of the execution of this Agreement, the Representatives shall have received from Ernst & Young LLP a letter, addressed to the Underwriters, executed and dated such date, in form and substance satisfactory to the Representatives (i) confirming that they are an independent registered accounting firm with respect to the Company within the meaning of the Securities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statements, the General Disclosure Package and the Prospectus. (g) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Representatives shall have received a letter (the “bring-down letter”) from Ernst & Young LLP addressed to the Underwriters and dated the Closing Date confirming, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the bring-down letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Representatives concurrently with the execution of this Agreement pursuant to paragraph (f) of this Section 6. (h) The Company shall have furnished to the Representatives a certificate, dated the Closing Date, of its Chief Executive Officer stating that (i) such officers have carefully examined the Registration Statements, the General Disclosure Package, any Permitted Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statements and each amendment thereto, at the Applicable Time, as of the date of this Agreement and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time and as of the Closing Date, any Permitted Free Writing Prospectus as of its date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Initial Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statements, the General Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the General Disclosure Package, any material adverse change in the financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company, except as set forth in the Prospectus. (i) The Corporation At the time of the execution of this Agreement and on the Closing Date, the Company shall have furnished to the Representatives a certificate, dated as of such date, of its subsidiaries shall not have sustained since Chief Executive Officer stating that the financial numbers identified by the Underwriters in such certificate are correct in all material respects. (j) Since the date of the latest audited financial statements included in the Pricing General Disclosure PackagePackage or incorporated by reference in the General Disclosure Package as of the date hereof, (i) the Company shall not have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effectdecree, otherwise than as set forth in the General Disclosure Package, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change in the capital stock (other than stock option and warrant exercises and stock repurchases in the ordinary course of business) or long-term debt of the Company, or any change, or any development involving a prospective change, in or affecting the equity interestsbusiness, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken Company, otherwise than as a whole, whether or not arising set forth in the ordinary course General Disclosure Package, the effect of businesswhich, in the any such case of either described in clause (i) or this clause (ii)) of this paragraph (i) is, other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable so material and adverse as to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes make it impracticable or inadvisable to proceed with the public offering sale or delivery of the sale of Stock and payment for the Securities Warrants on the terms and in the manner contemplated in the ProspectusGeneral Disclosure Package. (ek) The representations No action shall have been taken and warranties no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Corporation (on behalf of itself Stock and Warrants or materially and adversely affect or potentially materially and adversely affect the Guarantors) contained herein shall be true and correct on and as business or operations of the Closing Date Company; and the Corporation no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have performed all covenants been issued which would prevent the issuance or sale of the Stock and agreements herein contained to be performed on its part at Warrants or prior to materially and adversely affect or potentially materially and adversely affect the Closing Datebusiness or operations of the Company. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (il) Subsequent to the date execution and delivery of this Agreement, Agreement (i) no downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the CorporationCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication implications of a possible upgrading), and no implication the Company’s corporate credit rating or the rating of a possible downgrading any of such rating)the Company’s debt securities. (jm) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the NASDAQ Stock Market or the NYSE MKT or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the sale or delivery of the Stock and Warrants on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (n) The Underwriters Exchange shall have approved the Stock and Warrant Shares for listing therein, subject only to official notice of issuance. (o) The Representatives shall have received on and as of the Closing Date a certificatesatisfactory evidence of the good standing of the Company in its jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, dated in each case in writing or any standard form of telecommunication from the Closing Dateappropriate Governmental Authorities of such jurisdictions. (p) The Representatives shall have received the written agreements, substantially in the form of Exhibit A hereto, of the Vice President persons and Treasurer of the Corporation, which shall certify, entities listed in Exhibit B to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto)this Agreement. (kq) The Securities Company shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, have furnished to the Underwriters shall have received from the Chief Financial Officer a Secretary’s Certificate of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related mattersCompany, in form and substance reasonably satisfactory to counsel for the Underwriters. (r) On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations obligation of the Underwriters hereunder to purchase offer and pay for sell the Securities are and the Option Securities is subject to the accuracy in all material respects (as of the date hereof, and as of the Closing Dates) of and compliance in all material respects with the representations and warranties of the Company to the performance by it of its agreement and obligations hereunder and to the following additional conditions: (a) On the date of this Agreement and also on the Closing Date, PwC The Registration Statement shall have furnished to become effective as and when cleared by the Underwriters lettersCommission, dated the respective date of delivery and you shall have received notice thereof, in form and substance reasonably satisfactory on or prior to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No any closing date no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such that or similar purpose shall have been instituted or shall be pending before pending, or, to your knowledge or threatened to the knowledge of the Company, shall be contemplated by the Commission and Commission; any requests for additional information request on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) for additional information shall have been complied with to the reasonable satisfaction of counsel to the RepresentativesUnderwriter; and qualification, under the securities laws of such states as you may designate, of the issue and sale of the Securities upon the terms and conditions herein set forth or contemplated and containing no provision unacceptable to you shall have been secured, and no stop order shall be in effect denying or suspending effectiveness of such qualification nor shall any stop order proceedings with respect thereto be instituted or pending or threatened under such law. (ib) The Corporation and its subsidiaries shall not have sustained since the On any closing date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Dateand, with respect to the Corporationletter referred to in subparagraph (iii), the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors date hereof, you shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion.received: (i) Subsequent to the date opinion, together with such number of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities signed or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading photostatic copies of such rating). (j) The Underwriters shall have received on opinion as you may reasonably request, addressed to you by Folex, Xxag & Xliox XXX counsel for the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related mattersCompany, in form and substance reasonably satisfactory to the UnderwritersUnderwriter and Willxxx X. Xxxxxx, Xxq., counsel to the Underwriter, dated each such closing date, to the effect that: (A) The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the jurisdiction in which it is incorporated and has all necessary corporate power and authority to carry on its business as described in the Prospectus. (B) The Company is qualified to do business in each jurisdiction in which conducting its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company's business or assets. (C) The Company has the full corporate power and authority to enter into this Agreement, the Representative's Warrant Agreement and the Consulting Agreement and to consummate the transactions provided for therein and each such Agreement has been duly and validly authorized, executed and delivered by the Company. Each of this Agreement, the Consulting Agreement and the Representative's Warrant Agreement, assuming due authorization, execution and delivery by each other party thereto, constitutes a legal, valid and binding agreement of the Company and provided that no opinion need be given as to the enforceability of any indemnification or contribution provisions, and none of the Company's execution or delivery of this Agreement, the Consulting Agreement or the Representative's Warrant Agreement, its performance hereunder or thereunder, its consummation of the transactions contemplated herein or therein, or the conduct of its business as described in the Registration Statement, the Prospectus, and any amendments or supplements thereto, conflicts with or will conflict with or results or will result in any material breach or violation of any of the terms or provisions of, or constitutes or will constitute a material default under, or result in the creation or imposition of any material lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company pursuant to the terms of (A) the articles of incorporation or by-laws of the Company, (B) to the knowledge of such counsel, any material license, contract, indenture, mortgage, deed of trust, voting trust agreement, stockholders' agreement, note, loan or credit agreement or any other agreement or instrument to which the Company is a party or by which it is or may be bound, or (C) to the knowledge of such counsel, any statute, judgment, decree, order, rule or regulation applicable to the Company, whether domestic or foreign. (D) The Company had authorized and outstanding capital stock as set forth in the Prospectus under the heading "Capitalization" as of the date set forth therein, and all of such issued and outstanding shares of capital stock have

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters Underwriter hereunder shall be subject, in their discretion, to purchase the accuracy of the representations and pay for warranties of the Securities are subject Company contained herein as of the date hereof and as of each Closing, to the accuracy of the statements of the Company’s officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and agreements hereunder, and to the following conditionsadditional conditions precedent: (a) On The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 3(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been filed by 10:00 P.M., Washington, D.C. time, on the date of this Agreement and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No Agreement; no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act any part thereof shall have been issued and no proceedings proceeding for such that purpose shall be pending before have been initiated or threatened by the Commission Commission; and any all requests for additional information on the part of the Commission shall have been complied with to the Underwriter’s reasonable satisfaction. (b) The Underwriter shall have received a copy of an executed Lock-Up Agreement from the Company and each of the Company’s executive officers and directors and shareholders owning 500,000 or more shares of the outstanding Common Stock after the Closing Date. (c) The Underwriter shall have received an opinion, dated such Time of Delivery, of Xxxxxx Xxxxx & Xxxxx LLP, special counsel for the Company, in form and substance satisfactory to the Underwriter and its counsel, to the effect that: (i) The Company is validly existing as a corporation in good standing under the laws of the State of Nevada and has the corporate power and authority to own or lease its properties and conduct its business as described in the Prospectus and to enter into this Agreement and the Unit Warrants and perform its obligations hereunder and thereunder. The Company is duly qualified to transact business as a foreign corporation in each jurisdiction in which it owns or leases property, or conducts any business, so as to require such qualification, except where the failure to so qualify would not have a Material Adverse Effect. (ii) Each subsidiary of the Company, based solely on certificates of public officials of each applicable jurisdiction, has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each such subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect to matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions and certificates and provided that such counsel shall provide you copies of any such opinions and certificates). (iii) All of the issued shares of capital stock of the Company, including the Common Stock underlying the Units to be included sold by the Company pursuant hereto when delivered against payment therefor as contemplated hereby, have been duly authorized and validly issued, are fully paid and nonassessable and conform to the description of the Common Stock contained in the Prospectus. The Unit Warrant Shares to be sold upon exercise of the Unit Warrants when delivered against payment therefor as contemplated thereby, have been duly authorized and will be validly issued, fully paid and nonassessable and conform to the description of the Common Stock contained in the Prospectus. None of the issued shares of Common Stock of the Company have been issued or are owned or held in violation of any statutory or any other preemptive rights of shareholders, and no person or entity (including any holder of outstanding shares of Common Stock of the Company) has any statutory or any other preemptive or other rights to subscribe for any of the Units, the Common Stock underlying the Units, the Unit Warrants or the Unit Warrant Shares. (iv) To such counsel’s knowledge, except as disclosed in the Prospectus, there are no outstanding (A) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (B) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations, other than pursuant to the Company’s stock benefit plans, or (C) obligations of the Company to issue any shares of capital stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. (v) The sale of the Units being sold at such Closing, the sale of the Unit Warrant Shares upon exercise of the Unit Warrants, and the performance of this Agreement and the Unit Warrants and the consummation of the transactions herein and therein contemplated will not conflict with or violate any provision of the Articles of Incorporation or bylaws or comparable charter documents of the Company as amended to date or any existing law, statute, rule or regulation, or, in any material respect conflict with, or (with or without notice or the passage of time or both) result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument known to such counsel to which the Company is a party or to which any of its properties or assets is subject, or, conflict with or violate any order, judgment or decree known to such counsel, of any court or governmental agency or body having jurisdiction over the Company or any of its properties or assets. (vi) No consent, approval, authorization, order or declaration of or from, or registration, qualification or filing with, any court or governmental agency or body is required for the offer, sale or issuance of the Units or the Unit Warrant Shares except the registration under the Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units and the Unit Warrant Shares, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Units. (vii) To such counsel’s knowledge, other than as disclosed in or contemplated by the Prospectus, there is no litigation, arbitration, claim, proceeding (formal or informal) or investigation pending or threatened, in which the Company or any of its subsidiaries is a party or of which any of their properties or assets is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect. (viii) Each of this Agreement and the Unit Warrants has been duly authorized, executed and delivered by the Company and, assuming due execution of this Agreement by the Underwriter, constitutes the valid and binding agreement of the Company, enforceable against the Company, in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws relating to or affecting the enforcement of creditors’ rights generally and to general equitable principles and except as the enforceability of rights to indemnity and contribution under this Agreement may be limited under applicable securities laws or the public policy underlying such laws. (ix) The Company is not an “investment company” or a company “controlled” by an investment company as such terms are defined in Sections 3(a) and 2(a)(9), respectively, of the Investment Company Act. (x) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company prior to such Closing (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder; and they do not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or otherwise) described as required. Such counsel shall also state that they have been complied participated in the preparation of the Preliminary Prospectus and Prospectus and in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, and representatives of and counsel to the reasonable satisfaction Underwriter at which the contents of the RepresentativesPreliminary Prospectus and Prospectus and related matters were discussed and, although such counsel has not passed upon or assumed any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Prospectus or Prospectus, and although such counsel has not undertaken to verify independently the accuracy or completeness of the statements in the Preliminary Prospectus or Prospectus, no facts have come to such counsel’s attention to lead them to believe that the Preliminary Prospectus or Prospectus, or any further amendment or supplement thereto made prior to such Closing, on its issue date and as of such Closing, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Preliminary Prospectus or Prospectus, or any amendment or supplement thereto made prior to such Closing, as of its issue date and as of such Closing, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that such counsel need express no belief regarding the financial statements, the notes and schedules thereto and other financial, statistical or operating information or data contained in the Prospectus, or any amendment or supplement thereto). In rendering any such opinion, such counsel may rely, as to matters of fact, to the extent such counsel deems proper, on certificates of officers of the Company and public officials. Copies of such certificates of officers of the Company and other certificates and letters shall be furnished to the Underwriter and furnished to counsel for the Underwriter. (id) Seyfarth Xxxx LLP, counsel for the Underwriter, shall have furnished to the Underwriter such opinion or opinions, dated such Closing, with respect to such matters as the Underwriter may reasonably request, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Corporation Underwriter shall have received from Xxxxxxxx Xxxxxxxx PLLC, in form and its subsidiaries substance satisfactory to the Underwriter, letters dated as of the date hereof and the date of such Closing, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to the Underwriter with respect to the financial statements and certain financial information contained in the Prospectus; provided that the letter dated as of each Closing shall use a “cut-off date” not have sustained since earlier than the date hereof. (f) Since the date of the latest audited financial statements included in the Pricing Disclosure PackageProspectus, neither the Company nor any loss of its subsidiaries shall not have sustained any change or interference with its business from fireany development involving a prospective change (including, explosionwithout limitation, flood a change in management or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could control of the Company) reasonably be expected likely to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other otherwise than as set forth disclosed in or contemplated by the Pricing Disclosure PackageProspectus, if the effect of which, in either such case, in the Underwriter’s reasonable judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate proceed with the purchase, sale and delivery of the Securities, as contemplated in the ProspectusUnits. (dg) Subsequent to the execution of this Agreementdate hereof, there shall not have occurred any of the following: (i) a any suspension or material limitation in trading in securities generally on any national securities exchange or any setting of minimum prices for trading on any national securities exchange, or in the New York Common Stock Exchangeof the Company by the Commission; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal federal or New York state authorities; or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iviii) the any outbreak or escalation of major hostilities involving the United States or the States, declaration by the United States of a national emergency or war; war or (v) the occurrence of any other national or international calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, emergency if the effect of any such event specified in this clause (iv) or (vg) in the Underwriter’s reasonable judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or purchase, sale and delivery of the sale of and payment for the Securities on the terms and in the manner contemplated in the ProspectusUnits. (eh) The Company shall have furnished to the Underwriter at such Closing certificates of the chief executive officer or an executive vice president and the chief financial officer of the Company satisfactory to the Underwriter, as to the accuracy of the representations and warranties of the Company herein at and as of such Closing with the same effect as if made at such Closing, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Closing, and as to such other matters as the Underwriter may reasonably request, and the Company shall have furnished or caused to be furnished certificates of such officers as to such matters as the Underwriter may reasonably request. (i) The representations and warranties of the Corporation (on behalf of itself Company in this Agreement and in the Guarantors) contained herein certificates delivered by the Company pursuant to this Agreement shall be true and correct in all material respects when made and on and as of the each Closing Date as if made at such time, and the Corporation Company shall have performed in all material respects all covenants and agreements herein and satisfied all conditions contained in this Agreement required to be performed on its part or satisfied by the Company at or prior to the Closing Datebefore such Closing. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters Underwriter hereunder to purchase and pay for the Securities are subject to the accuracy, when made and on each Delivery Date, of the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) On The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a)(i); the Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date of this Agreement and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No hereof; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus under the Securities Act or any Issuer Free Writing Prospectus shall have been issued and no proceedings proceeding or examination for such purpose shall be pending before have been initiated or threatened by the Commission and Commission; any requests for additional information on the part request of the Commission (to be included for inclusion of additional information in the Registration Statement or the Prospectus or otherwise) otherwise shall have been complied with with; and the Commission shall not have notified the Company of any objection to the reasonable satisfaction use of the Representativesform of the Registration Statement. (ib) The Corporation and its subsidiaries Underwriter shall not have sustained since discovered and disclosed to the date of Company on or prior to such Delivery Date that the latest audited financial statements included in Registration Statement, the Prospectus or the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving amendment or supplement thereto, contains an untrue statement of a prospective changefact which, in the equity interests, capital stock or long-term debt opinion of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Corporation Underwriter, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III heretostatements therein not misleading. (hc) The Underwriters All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Stock, the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall have received on the Closing Date from Shearman & Sterling LLP, be reasonably satisfactory in all material respects to counsel for the UnderwritersUnderwriter, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors Company shall have furnished to such counsel for the Underwriters such all documents as and information that they may reasonably request for the purpose of enabling to enable them to render pass upon such opinionmatters. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Securities are subject to the accuracy in all material respects, as of the date hereof and at the Closing Date and the Option Closing Date (as if made at the Closing Date or Option Closing Date) of all representations and warranties contained herein and the compliance and performance in all material respects with the agreements of the Company contained herein (except to the extent any such representations, warranties or agreements expressly relate to a specified earlier date, in which case, such representations, warranties and agreements shall be accurate or complied with in all material respects as of such specified earlier date and except for those representations, warranties and agreements that are qualified by materiality or Material Adverse Change, which shall be accurate or complied with in all respects) and to the following additional conditions, in each case unless waived by the Representative in writing: (a) On If the date filing of this Agreement the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and also on Regulations, the Closing Date, PwC Company shall have furnished to filed the Underwriters letters, dated Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included Commission in the Pricing Disclosure Package manner and within the Prospectus. time period so required (bwithout reliance on Rule 424(b)(8) No or Rule 164(b)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus under the Securities Act or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for the issuance of such purpose an order shall be pending before or threatened by have been initiated or, to the Company’s knowledge, threatened; any request of the Commission and any requests for additional information on the part of the Commission (to be included in the Registration Statement or Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ reasonable satisfaction satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the Representativesunderwriting terms and compensation arrangements. (ib) The Corporation and its subsidiaries Underwriters shall not have sustained since advised the date Company that the Registration Statement, the Time of Sale Disclosure Package or the latest audited financial statements included Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Pricing Disclosure PackageUnderwriters’ opinion, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insuranceis material, or from any labor dispute omits to state a fact which, in the Underwriters’ opinion, is material and is required to be stated therein or court or governmental actionnecessary to make the statements therein not misleading. (c) Except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, order or decree that could reasonably be expected subsequent to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, there shall not have been any change, or any development involving a prospective change, in neither the equity interests, capital stock or long-term debt of the Corporation or Company nor any of its subsidiaries that would constitute a shall have incurred any liabilities or obligations, direct or contingent which are material adverse change to the Corporation Company and its subsidiaries taken as a whole, entered into any transactions not in the ordinary course of business which are material to the Company and its subsidiaries taken as a whole, or declared or paid any material adverse change in the general affairs, management, financial position, stockholders’ equity dividends or results made any distribution of operations of the Corporation any kind with respect to its capital stock; and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise or conversion of outstanding options, warrants or convertible notes or vesting of any outstanding restricted stock units as disclosed in the Time of Sale Disclosure Package and in the Prospectus), any material change in the short-term or long-term debt of the Company except for the extinguishment thereof, any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of the following: Company’s subsidiaries (i) a suspension other than the issuance of options, restricted stock units and other awards or material limitation in trading in securities generally on shares under the New York Stock Exchange; (ii) a suspension in trading in the CorporationCompany’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis equity incentive plans and employee stock purchase plans), or any change in financialMaterial Adverse Change, political or economic conditions in the United States or elsewhere, if the effect of which, in any such event specified in clause (iv) or (v) case described above, in the judgment of the Representatives Representative’s reasonable judgment, makes it impracticable impractical or inadvisable to proceed with offer or deliver the public offering or the sale of and payment for the Securities Shares on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties Time of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificateSale Disclosure Package, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (gd) The Underwriters shall have received on On or after the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect Time of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. Sale (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded any of the CorporationCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) of under the Exchange Securities Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any and (ii) no such organization shall have publicly announced that it has under surveillance or review review, with possible negative implications, its ratings rating of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating)Company’s securities. (je) The Underwriters shall have received on On the Closing Date a certificate, dated and the Option Closing Date, of the Vice President and Treasurer of the Corporation, which there shall certify, have been furnished to the best Representative the opinion of such officer’s knowledge after reasonable investigationXxxxxx Xxxxxxxx and Markiles, on behalf of LLP,counsel for the Corporation and the GuarantorsCompany, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement delivery, and also on addressed to the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related mattersUnderwriters, in form and substance reasonably satisfactory to the Representative. (f) On the date of the execution of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each of the Closing Date and the Option Closing Date, the Underwriters shall have received a letter from Xxxxx Xxxxxxx LLP and Squar Xxxxxx LLP, dated the respective dates of delivery thereof, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (g) On the Closing Date and the Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the date of delivery (except to the extent any such representations or warranties expressly relate to a specified earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such specified earlier date), and the Company has complied in all material respects with all the agreements and satisfied in all material respects all of the conditions on its part to be performed or satisfied at or prior to the Closing Date or Option Closing Date (except for any such agreements or conditions that have been waived by the Representative); (ii) No stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the qualification of the Shares for offering or sale nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to the signer’s knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) The signer of said certificate has carefully examined the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or the Prospectus), and (A) each part of the Registration Statement and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus) contain, and contained when such part of the Registration Statement (or such amendment) became effective, all statements and information required to be included therein, each part of the Registration Statement, or any amendment thereof, does not contain, and did not contain when such part of the Registration Statement (or such amendment) became effective, any untrue statement of a material fact or omit to state, and did not omit to state when such part of the Registration Statement (or such amendment) became effective, any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as amended or supplemented, does not include and did not include as of its date or the time of first use within the meaning of the Rules and Regulations, any untrue statement of a material fact or omit to state, and did not omit to state as of its date or the time of first use within the meaning of the Rules and Regulations, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (B) neither (1) the Time of Sale Disclosure Package nor (2) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, include, nor included as of the Time of Sale, any untrue statement of a material fact or omits, or omitted as of the Time of Sale, 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, (C) since the Time of Sale, there has occurred no event required to be set forth in an amended or supplemented prospectus which has not been so set forth, and there has been no document required to be filed under the Exchange Act that upon such filing would be deemed to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or the Prospectus that has not been so filed, (D) except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package, neither the Company nor any of its subsidiaries has incurred any liabilities or obligations, direct or contingent, which are material to the Company and its subsidiaries taken as a whole, entered into any transactions not in the ordinary course of business which are material to the Company and its subsidiaries taken as a whole, declared or paid any dividends or made any distribution of any kind with respect to its capital stock, and except as disclosed in the Time of Sale Disclosure Package and in the Prospectus, there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise or conversion of outstanding options, warrants or convertible notes or vesting of any restricted stock units pursuant to the Company’s existing equity incentive plan or employee stock purchase plan), any material change in the Company’s short-term or long-term debt except for the extinguishment thereof, any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of its subsidiaries (other than the issuance of options, restricted stock units and other awards or shares under the Company’s equity incentive plan and employee stock purchase plan), or any Material Adverse Change, and (E) except as stated in the Time of Sale Disclosure Package and in the Prospectus, there is not pending, or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company or any of its subsidiaries is a party before or by any court or governmental agency, authority or body, or any arbitrator, the negative outcome of which, individually or in the aggregate, would result in any Material Adverse Change. (h) At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the date of delivery certifying: (i) that the certificate of incorporation of the Company is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (i) At each of the Closing Date and the Option Closing Date, the Representative shall have received a certificate from the Company’s transfer agent certifying to the incumbency of the transfer agent and the number of issued and outstanding shares of Common Stock as of the date of delivery. (j) At the Closing Date only, the Representative shall have received a certificate of good standing from the states of organization of the Company and each of its domestic subsidiaries set forth on Schedule III and each other state where the nature of the business conducted by the Company or any such subsidiary require it to be qualified to do business. (k) At the Closing Date, the Representative shall have received the written agreements, substantially in the form of Exhibit B hereto, of the directors and executive officers of the Company listed on Schedule IV to this Agreement. (l) The Company shall have furnished to the Representative and counsel for the Underwriters such additional documents, certificates and evidence as the Representative or counsel for the Underwriters may have reasonably requested. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters. The Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and other documents as the Representative shall reasonably request.

Conditions of the Underwriters’ Obligations. The obligations obligation of the Underwriters hereunder to purchase and pay for the Securities are shall, in their sole discretion, be subject to the following conditions: (a) On If the registration statement originally filed with respect to the Securities or any amendment thereto filed prior to the Closing Date has not been declared effective as of the time of execution hereof, the Registration Statement or such amendment shall have been declared effective not later than 10:00 a.m., New York City time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of this Agreement the Securities has been filed with the Commission, or such later time and also on the Closing Date, PwC date as shall have furnished been consented to by the Underwriters; if required, the Prospectus and any amendment or supplement thereto shall have been filed in accordance with Rule 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto or the qualification of the Indenture under the Trust Indenture Act shall have been issued and no proceedings for those purposes shall have been instituted or, to the knowledge of the Company or the Underwriters, threatened or are contemplated by the Commission; and the Company shall have complied with or satisfactorily responded to any request of the Commission for additional information. (b) The Underwriters letters, dated the respective date of delivery thereof, shall have received an opinion in form and substance reasonably satisfactory to the Underwriters, as to financial information included dated the Closing Date, of Brownstein, Hyatt, Xxxxxx & Xxxxxxxxxx, P.C., counsel for the Company, substantially in the Pricing Disclosure Package form of Exhibit A hereto. (c) The Underwriters shall have received an opinion, dated the Closing Date, of Xxxxxx & Xxxxxxx, counsel for the Underwriters, with respect to certain legal matters relating to this Agreement, and such other related matters as the Underwriters may require. In rendering such opinion, Xxxxxx & Xxxxxxx shall have received and may rely upon such certificates and other documents and information as they may reasonably request to pass upon such matters. In addition, in rendering their opinion, Xxxxxx & Xxxxxxx may state that their opinion is limited to matters of New York and Delaware General Corporation Law and federal law. (d) The Underwriters shall have received from Xxxxxx Xxxxxxxx LLP, Xxxx Xxxxx LLP and Jaynes, Reitmeier, Xxxx & Therell, P.C., a letter or letters dated, respectively, the date hereof and the Closing Date, each in form and substance satisfactory to the Underwriters. (e) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date; the Company shall have performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and subsequent to the date of the most recent financial statements in the Prospectus, there shall have been no material adverse change in the business, properties, assets, operations or financial condition of the Company and the Subsidiaries, taken as a whole, except as set forth in, or contemplated by, the Registration Statement and the Prospectus. (bf) The sale of the Securities by the Company hereunder shall not be enjoined (temporarily or permanently) on the Closing Date. (g) Subsequent to the effective date of the Registration Statement, there shall not have occurred any material adverse change, or any event that would have a material adverse effect on the business, properties, assets, operations or financial condition of the Company and the Subsidiaries, taken as a whole. (h) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, except in each case as described in or as contemplated by the Prospectus, none of the Company or any of the Subsidiaries shall have incurred any liabilities or obligations, direct or contingent (other than in the ordinary course of business) that are material to the Company and the Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, properties, assets, operations or financial condition of the Company and the Subsidiaries, taken as a whole, and, other than as contemplated by the Prospectus, there shall not have been any change in the capital stock or long-term indebtedness of the Company or the Subsidiaries that is material to the business, properties, assets, operations or financial condition of the Company and the Subsidiaries, taken as a whole. (i) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the conduct of the business and operations of the Company or any of the Subsidiaries has not been interfered with by strike, fire, flood, hurricane, accident or other calamity (whether or not insured) or by any court or governmental action, order or decree, and, except as otherwise stated therein, the properties of the Company or any of the Subsidiaries have not sustained any loss or damage (whether or not insured) as a result of any such occurrence, except any such interference, loss or damage which would not have a material adverse effect on the business, properties, assets, operations or financial condition of the Company and the Subsidiaries, taken as a whole. (j) The Underwriters shall have received a certificate, dated the Closing Date, signed on behalf of the Company by its Chief Executive Officer or President, and the Chief Financial Officer of the Company, on behalf of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct in all material respects as of the date hereof and as if made on and as of the Closing Date, and the Company has performed all covenants and agreements and satisfied hereunder all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) No stop order suspending the effectiveness of the Registration Statement or any amendment thereto or the use qualification of the Prospectus Indenture under the Securities Trust Indenture Act shall have has been issued issued, and no proceedings for such purpose shall be pending before those purposes have been instituted or, to the knowledge of the Company, threatened or threatened are contemplated by the Commission and any requests for additional information on the part of the Commission Commission; (to be included in the Registration Statement or the Prospectus or otherwiseiii) shall have been complied with Subsequent to the reasonable satisfaction of the Representatives. (i) The Corporation and its subsidiaries shall not have sustained since the effective date of the latest audited financial statements included Registration Statement, there has not occurred any event or events that, individually or in the Pricing Disclosure Packageaggregate, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to would have a Material Adverse Effectmaterial adverse effect on the business, properties, assets, operations or financial condition of the Company and the Subsidiaries, taken as a whole; (iiiv) since Subsequent to the respective dates as of which information is given in the Pricing Disclosure PackageRegistration Statement and the Prospectus, except in each case as described in or as contemplated by the Prospectus, none of the Company or any of the Subsidiaries has incurred any liabilities or obligations, direct or contingent (other than in the ordinary course of business) that are material to the Company and the Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, properties, assets, operations or financial condition of the Company and the Subsidiaries, taken as a whole, and, other than as contemplated by the Prospectus, there shall not have been any change, or any development involving a prospective change, change in the equity interests, capital stock or long-term debt indebtedness of the Corporation Company or any of its subsidiaries the Subsidiaries that would constitute a is material adverse change to the Corporation business, properties, assets, operations or financial condition of the Company and its subsidiaries the Subsidiaries, taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus.; (dv) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure PackageRegistration Statement and the Prospectus, there the conduct of the business and operations of the Company or any of the Subsidiaries has not been interfered with by strike, fire, flood, hurricane, accident or other calamity (whether or not insured) or by any changecourt or governmental action, order or any development involving a prospective changedecree, in and, except as otherwise stated therein, the equity interests, capital stock or long-term debt properties of the Corporation Company or any of its subsidiaries that the Subsidiaries have not sustained any loss or damage (whether or not insured) as a result of such occurrence, except any such interference, loss or damage which would constitute not have a material adverse change to effect on the Corporation and its subsidiaries taken as a wholebusiness, properties, assets, operations or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations condition of the Corporation Company and its subsidiariesthe Subsidiaries, taken as a whole, whether or not arising in ; and (vi) The sale of the ordinary course of business, other than as set forth in or contemplated Securities by the Pricing Disclosure Package and the Prospectus. Company hereunder has not been enjoined (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably requesttemporarily or permanently). The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities On or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on before the Closing Date, the Underwriters and counsel for the Underwriters shall have received such further documents, opinions, certificates and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company as they shall have heretofore reasonably requested from the Chief Financial Officer of Company. All such opinions, certificates, letters, schedules, documents or instruments delivered pursuant to this Agreement will comply with the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance provisions hereof only if they are reasonably satisfactory in all material respects to the Underwriters and counsel for the Underwriters. The Company shall furnish to the Underwriters such conformed copies of such opinions, certificates, letters, schedules, documents and instruments in such quantities as the Underwriters shall reasonably request.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters you hereunder to purchase and pay for the Securities are subject to the following conditions: (a) On That the Registration Statement shall have become effective not later than 5:00 p.m., on the date of this Agreement hereof, or at such later date and also on the Closing Date, PwC time as shall have furnished be consented to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectusby you. (b) No stop order suspending That subsequent to the effectiveness effective date of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such purpose shall be pending before or threatened by the Commission and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives. (i) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure PackageStatement, there shall not have been occurred any change, or any development involving a prospective change, in or XxXxxxxx & Company, Inc. November 20, 2003 affecting particularly the equity interestscondition (financial or otherwise), capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a wholebusiness, or any material adverse change in the general affairsproperties, management, financial position, stockholders’ equity net worth or results of operations of the Corporation and its subsidiaries taken as a whole, whether Company or the Subsidiaries not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure PackageProspectus (or any amendment or supplement thereto) that, if in your opinion, would materially adversely affect the judgment of market for the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the ProspectusShares. (dc) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters That you shall have received on the Closing Date an opinion dated the Closing Date, from Xxxxxxxx Xxxxxx, counsel to the Company, to the effect that: (i) the Company and the Subsidiaries have been duly organized and incorporated or formed, as applicable, are validly existing under the laws of their respective state or other jurisdiction of incorporation or organization, are in good standing under applicable law and are duly qualified to do business and are in good standing in all jurisdictions that require such qualification or in which the failure to qualify in such jurisdictions could, in the aggregate, have any material adverse effect on the business, condition or properties of the Company or the Subsidiaries taken as a certificatewhole; (ii) all of the shares of Common Stock of the Company outstand­ing prior to the issuance of the Shares to be issued and sold by the Company hereunder have been duly authorized and validly issued and are fully paid and non-­assessable; (iii) all of the outstanding shares of capital stock or ownership interests of the Subsidiaries are owned by the Company, have been duly authorized and validly issued, and are fully paid and non-assessable and, to the knowledge of such counsel, are owned by the Company free and clear of any lien, claim, security interest or other encumbrance, except as otherwise described in the Registration Statement and the Prospectus (or any amendment or supplement thereto) or such as are not material; (iv) the Shares to be issued and sold by the Company hereunder have been duly authorized, and when issued and delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the issuance of such Shares is not subject to any preemptive rights or, to the knowledge of such counsel, similar rights; (v) Except as described in the Prospectus, there are no warrants or options to purchase any securities of Premier; to the best of such counsel’s knowledge, the offering or sale of the Shares as contemplated by this Agreement does not give rise to any rights for the offering or sale of other shares of capital stock of Premier; (vi) the certificates for the Shares are in proper legal form; XxXxxxxx & Company, Inc. November 20, 2003 (vii) this Agreement has been duly authorized, executed and delivered by the Company and (assuming due authorization, execution and delivery by the Underwriter) is a valid and binding agreement of the Company enforceable in accordance with its terms, except in all cases as rights of indemnity or contribution hereunder may be limited under applicable law and except as the enforceability hereof may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization or other laws of general application affecting the rights of creditors generally or general equitable principles; (viii) neither the Company nor the Subsidiaries, to the knowledge of such counsel, is in violation of its articles of incorporation or bylaws or in default in any material respect in the performance of any obligation, agreement or condition contained in any bond, debenture, note or other evidence of indebtedness or in any agreement, indenture or other instrument known to such counsel that is material to the conduct of the business of the Company and the Subsidiaries taken as a whole, and the execution, delivery and performance of this Agreement, compliance by the Company with all provisions hereof and the consummation of the transactions contemplated hereby will not conflict with or constitute a breach of any of the terms or provisions of, or a default under, the articles of incorporation or bylaws or articles of organization or operating agreement, as applicable, of the Company or the Subsidiaries or, to the knowledge of such counsel, any material agreement, indenture or other instrument to which the Company or the Subsidiaries is a party or by which either of them is bound, or (assuming compliance with the Securities Act and other securities or Blue Sky laws) violate any law, administrative regulation or ruling (except as the indemnification or contribution provisions in this Agreement may be limited by applicable law) or, to the knowledge of such counsel, court decree applicable to the Company or the Subsidiaries or any of their respective properties; (ix) except for the order of the Commission making the Registration Statement effective and any permits and similar authorizations required under other securities or Blue Sky laws, no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the consummation of the sale of the Shares to the purchasers through the Underwriter as contemplated by this Agreement; (x) the statements in the Prospectus under “Business - Legal Proceedings”, “Description of Capital Stock” and “Government Supervision and Regulation” insofar as such statements constitute a summary of the documents, legal matters or proceedings referred to therein, fairly and accurately present in all material respects the information with respect to such documents, legal matters or proceedings; (xi) to the knowledge of such counsel, there are no pending or threatened legal or governmental proceedings to which the Company or the Subsidiaries is a party or of which any property of the Company or the Subsidiaries is the subject, which, if determined adversely to the Company or the Subsidiaries, would individually or in the aggregate XxXxxxxx & Company, Inc. November 20, 2003 have a material adverse effect on the financial position or results of operations of the Company and the Subsidiaries taken as a whole. Subject to its customary practices and limitations relating to the scope of such counsel’s participation in the preparation of the Prospectus and its investigation or verification of information contained therein, Xxxxxxxx Xxxxxx also shall state that nothing has come to its attention to cause it to believe that the Prospectus (except for financial statements, schedules and other financial data included therein, as to which such counsel need not express any belief) contained any untrue statement of any material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus and any amendment or supplement thereto (except as aforesaid) as of their respective dates contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. In rendering the opinions required by this Section 7(b), such counsel with the consent of Underwriter’s counsel may rely, as to matters of fact, upon certificates and representations of officers of Premier and the Subsidiaries and on certificates of public officials. (c) That you shall have received on the Closing Date the opinion of Xxxxxxxx Xxxxxx, as special counsel to you, dated the Closing Date, of covering such matters as you may have reasonably requested. (d) That you shall have received letters addressed to you and dated the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation date hereof and the GuarantorsClosing Date from Xxxxx, that Hyde & Xxxxxxx, P.C., independent public accountants, substantially in the form heretofore approved by you. (e) That (i) no stop order suspending the effectiveness of the Registration Statement has shall have been issued and no proceedings for such that purpose are pending before or threatened shall have been instituted or, to the knowledge of the Company, shall be contemplat­ed by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part Commission at or prior to the Closing Date, ; (ivii) there shall not have been any material change in the Corporation and its subsidiaries have not sustained, since the date capital stock of the latest audited financial statements included Company nor any material increase in long­-term debt of the Company or the Subsidiaries from that set forth or contemplated in the Pricing Disclosure PackageRegistration Statement and the Prospectus (or any amendment or supplement thereto); (iii) there shall not have been, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, Registration Statement and the Prospectus (or any development involving a prospective changeamendment or XxXxxxxx & Company, Inc. November 20, 2003 supplement thereto), except as may otherwise be stated in the equity interests, capital stock or long-term debt of Registration Statement and the Corporation Prospectus (or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a wholeamendment or supplement thereto), or any material adverse change in the general affairscondition (financial or otherwise), managementbusiness, financial positionproperties, stockholders’ equity net worth or results of operations of the Corporation Company and its subsidiariesthe Subsidiaries, taken as a whole; (iv) neither the Company nor the Subsidiaries shall have any material liability or obligation, whether direct or not contingent, other than those liabilities or obligations reflected in the Registration Statement and the Prospectus (or any amendment or supplement thereto) or incurred or arising in the ordinary course of business; and (v) all of the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on and as of the date hereof and the Closing Date as if made on and as of such date, other than as and you shall have received a certificate, dated the Closing Date and signed by the President and the chief financial officer of the Company, to the effect set forth in this Section 7(e) and Section 7(f) below. (f) That the Company shall not have failed at or contemplated prior to the Closing Date to have performed or complied in any material respect with any of the agreements herein contained and required to be performed or complied with by it at or prior to the Pricing Disclosure Package and the ProspectusClosing Date. (g) The Underwriters Company shall have received on furnished you such further certificates and documents confirming the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation representations and the Guarantors, an opinion warranties contained herein and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters you may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinionrequested. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Securities are and Warrants, if any, as provided herein shall be subject to the accuracy, as of the date hereof and the Closing Date (as if made at the Closing Date), of the representations and warranties of the Company and the Guarantor, if any, herein, to the performance by the Company and the Guarantor, if any, of their respective obligations hereunder, and to the following additional conditions: (a) On the date of this Agreement and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings proceeding for such that purpose shall be pending before have been instituted or, to the knowledge of the Company or any Underwriter, threatened by the Commission Commission, and any requests request of the Commission for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representativesyour satisfaction. (ib) The Corporation No Underwriter shall have advised the Company or the Guarantor, if any, that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which in your opinion is material, or omits to state a fact which in your opinion is material and its subsidiaries shall is required to be stated therein or is necessary to make the statements therein not have sustained since the date of the latest audited financial statements included misleading. (c) Except as contemplated in the Pricing Disclosure PackageProspectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected subsequent to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure PackageRegistration Statement and the Prospectus, there shall not have been any material change, or any development involving on a prospective changeconsolidated basis, in the equity interestscapital stock, capital stock short-term debt or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation Company and its subsidiaries subsidiaries, taken as a whole, or of the Guarantor, if any, and its subsidiaries, taken as a whole, or any material adverse change, or any development involving a prospective material adverse change in the general affairscondition (financial or other), managementbusiness, financial positionprospects, stockholders’ equity net worth or results of operations of the Corporation Company and its subsidiaries subsidiaries, taken as a whole, whether or not arising of the Guarantor, if any, and its subsidiaries, taken as a whole, or any downgrading in the ordinary course rating accorded any securities of businessthe Company or of the Guarantor, if any, by Moodx'x Xxxestors Service, Inc. or Standard and Poor's Ratings Group which, in the case of either clause (i) or this clause (ii)your judgment, other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable impractical or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension offer or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for deliver the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder under this Agreement are several and not joint. The respective obligations of the Underwriters to purchase and pay for the Securities Shares are subject to each of the following terms and conditions: (a) On Notification that the date Registration Statement has become effective shall have been received by the Underwriters and the Prospectus shall have been timely filed with the Commission in accordance with Section 6(a) of this Agreement and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the ProspectusAgreement. (b) No stop order preventing or suspending the use of any Preliminary Prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act ISA Exemption shall have been issued be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission or the ISA, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the RepresentativesCommission and the Underwriters. (i) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (ec) The representations and warranties of the Corporation (Company contained in this Agreement and in the certificates delivered pursuant to Section 5(e) shall be true and correct when made and on behalf and as of itself each Closing Date as if made on such date and the GuarantorsCompany shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by them at or before such Closing Date. (d) contained herein No Underwriter shall have been advised by the Company or any of the Subsidiaries or shall have discovered and disclosed to the Company that the Registration Statement, or the Prospectus or any amendment or supplement thereto, contains an untrue statement of fact which in the opinion of counsel to the Underwriters, is material, or omits to state a fact which, in the opinion of counsel to the Underwriters, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) The Representatives shall have received on each Closing Date a certificate, addressed to the Representatives and dated such Closing Date, of the chief executive or chief operating officer and the chief financial officer or chief accounting officer of the Company to the effect that (i) the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that the representations and warranties of the Company in this Agreement are true and correct on and as of such Closing Date with the same effect as if made on such Closing Date and the Corporation shall have Company has performed all covenants and agreements herein and satisfied all conditions contained in this Agreement required to be performed on its part or satisfied by it at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the such Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigationtheir knowledge, on behalf of no proceedings for that purpose have been instituted or are pending under the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto)Securities Act. (kf) The Securities Representatives shall be eligible for clearance have received, at the time this Agreement is executed and settlement through DTC. (l) On on each Closing Date, a signed letter from each of Xxxxxxxxx Xxxx Tevet and Xxxxxxx X. Xxxxxx & Company, LLP, addressed to the Representatives, and dated, respectively, the date of this Agreement and also on the each such Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives confirming that they are independent accountants within the meaning of the Securities Act and the Rules, that the response to Item 10 of Form F-1 on which the Registration Statement was prepared is correct insofar as it relates to them and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Rules; (ii) that Company officials having advised them that no consolidated financial statements as of any date subsequent to December 31, 1999 are available on the basis of a reading of the minutes of the meetings of the shareholders and directors of the Company, and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to transactions and events subsequent to the date of the latest audited financial statements, except as disclosed in the Registration Statement and the Prospectus, nothing came to their attention which caused them to believe that with respect to the Company, there was, at a specified date not more than five business days prior to the date of the letter, any changes in capital stock or any increases in long-term debt of the Company or any decreases in working capital or shareholders' equity in the Company, as compared with the amounts shown on the Company's audited balance sheet as December 31, 1999 included in the Registration Statement, or for the period from January 1, 2000 to a date not more than five business days prior to the date of the letter there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales or in the total or per-share amounts of net income; (iii) they have performed certain other procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter, as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement and the Prospectus and reasonably specified by the Representatives, including the amounts in "Summary Consolidated Financial Data," "Selected Consolidated Financial Data," "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," agree with the corresponding amounts in the audited and unaudited financial statements from which such amounts were derived; or agrees with the accounting records of the Company; References to the Registration Statement and the Prospectus in this paragraph (f) are to such documents as amended and supplemented at the date of the letter.

Conditions of the Underwriters’ Obligations. The obligations obligation of the Underwriters hereunder to purchase offer and pay for sell the Securities are and the Option Securities is subject to the accuracy (as of the date hereof, and as of the Closing Dates) of and compliance with the representations and warranties of the Company to the performance by it of its agreement and obligations hereunder and to the following additional conditions: (a) On the date of this Agreement and also on the Closing Date, PwC The Registration Statement shall have furnished to become effective as and when cleared by the Underwriters lettersCommission, dated the respective date of delivery and you shall have received notice thereof, in form and substance reasonably satisfactory on or prior to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No any closing date no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such that or similar purpose shall have been instituted or shall be pending before pending, or, to your knowledge or threatened to the knowledge of the Company, shall be contemplated by the Commission and Commission; any requests for additional information request on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) for additional information shall have been complied with to the reasonable satisfaction of counsel to the RepresentativesUnderwriter; and qualification, under the securities laws of such states as you may designate, of the issue and sale of the Securities upon the terms and conditions herein set forth or contemplated and containing no provision unacceptable to you shall have been secured, and no stop order shall be in effect denying or suspending effectiveness of such qualification nor shall any stop order proceedings with respect thereto be instituted or pending or threatened under such law. (ib) The Corporation and its subsidiaries shall not have sustained since the On any closing date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Dateand, with respect to the Corporationletter referred to in subparagraph (iii), the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors date hereof, you shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion.received: (i) Subsequent to the date opinion, together with such number of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities signed or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading facsimile copies of such rating). (j) The Underwriters shall have received on opinion as you may reasonably request, addressed to you by Xxxxxxx, Carton & Xxxxxxx, counsel for the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related mattersCompany, in form and substance reasonably satisfactory to the Underwriter and Xxxxxxx X. Xxxxxx, Esq., counsel to the Underwriter, dated each such closing date, to the effect that: (A) The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the jurisdiction in which it is incorporated and has all necessary corporate power and authority to carry on its business as described in the Prospectus. (B) The Company is qualified to do business in each jurisdiction in which conducting its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company's business or assets. (C) The Company has the full corporate power and authority to enter into this Agreement, the Representative's Warrant Agreement and to consummate the transactions provided for therein and each such Agreement has been duly and validly authorized, executed and delivered by the Company. Each of this Agreement and the Representative's Warrant Agreement, assuming due authorization, execution and delivery by each other party thereto, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency or similar laws governing the rights of creditors and to general equitable principles, and provided that no opinion need be given as to the enforceability of any indemnification or contribution provisions, and none of the Company's execution or delivery of this Agreement, or the Representative's Warrant Agreement, its performance hereunder or thereunder, its consummation of the transactions contemplated herein or therein, or the conduct of its business as described in the Registration Statement, the Prospectus, and any amendments or supplements thereto, conflicts with or will conflict with or results or will result in any material breach or violation of any of the terms or provisions of, or constitutes or will constitute a material default under, or result in the creation or imposition of any material lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company pursuant to the terms of (A) the articles of incorporation or by-laws of the Company, (B) to the knowledge of such counsel, any material license, contract, indenture, mortgage, deed of trust, voting trust agreement, stockholders' agreement, note, loan or credit agreement or any other agreement or instrument to which the Company is a party or by which it is or may be bound, or (C) to the knowledge of such counsel, any statute, judgment, decree, order, rule or regulation applicable to the Company, whether domestic or foreign. (D) The Company had authorized and outstanding capital stock as set forth in the Prospectus under the heading "Capitalization" as of the date set forth therein, and all of such issued and outstanding shares of capital stock have been duly and validly authorized and issued, and to the knowledge of such counsel are fully paid and nonassessable, and to the knowledge of such counsel no stockholder of the Company is entitled to any preemptive rights to subscribe for, or purchase shares of the capital stock and to the knowledge of such counsel none of such securities were issued in violation of the preemptive rights of any holders of any securities of the Company. (E) To the knowledge of such counsel, the Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the Representative's Warrant Agreement, and except as described in the Prospectus. The Common Stock, and the Representative's Warrants each conforms in all material respects to the respective descriptions thereof contained in the Prospectus. The outstanding shares of Common Stock, the Redeemable Warrant and the Representative's Warrant Stock, upon issuance and delivery and payment therefore in the manner described herein, the Warrant Agreement and the Representative Agreement, as the case may be, will be, duly authorized, validly issued, fully paid and nonassessable. There are no preemptive or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company's articles of incorporation, by-laws, other governing documents or any agreement or other instrument known to such counsel to which the Company is a party or by which it is bound. (F) The certificates representing the Securities comprising the Common Stock are in due and proper form and and the Representative's Warrant has been duly authorized and reserved for issuance and when issued and delivered in accordance with the respective terms of the Warrant Agreement and Representative's Warrant Agreement, respectively, will duly and validly issued, fully paid and nonassessable. (G) To the knowledge of such counsel, there are no claims, suits or other legal proceedings pending or threatened against the Company in any court or before or by any governmental body which might materially affect the business of the Company or the financial condition of the Company as a whole, except as set forth in or contemplated by the Prospectus. (H) Based on oral and/or written advice from the staff of the Commission, the Registration Statement has become effective and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Prospectus is in effect and no proceedings for that purpose are pending before, or threatened by, federal or by a state securities administrator. (I) To the knowledge of such counsel, there are no legal or governmental proceedings, actions, arbitrations, investigations, inquiries or the like pending or threatened against the Company of a character required to be disclosed in the Prospectus which have not been so disclosed, questions the validity of the capital stock of the Company or this Agreement or the Representative's Warrant Agreement or might adversely affect the condition, financial or otherwise, or the prospects of the Company or which could adversely affect the Company's ability to perform any of its obligations under this Agreement, or the Representative's Warrant Agreement. (J) To such counsel's knowledge, there are no material agreements, contracts or other documents known to such counsel required by the Act to be described in the Registration Statement and the Prospectus and filed as exhibits to the Registration Statement other than those described in the Registration Statement and the Prospectus and filed as exhibits thereto, and to such counsel's knowledge (A) the exhibits which have been filed are correct copies of the documents of which they purport to be copies; (B) the descriptions in the Registration Statement and the Prospectus and any supplement or amendment thereto of contracts and other documents to which the Company is a party or by which it is bound, including any document to which the Company is a party or by which it is bound incorporated by reference into the Prospectus and any supplement or amendment thereto, are accurate in all material respects and fairly represent the information required to be shown by Form SB-2. (K) No consent, approval, order or authorization from any regulatory board, agency or instrumentality having jurisdiction over the Company, or its properties (other than registration under the Act or qualification under state or foreign securities law or approval by the NASD) is required for the valid authorization, issuance, sale and delivery of the Securities, the Option Securities or the Representative's Warrant. (L) The statements in the Prospectus under "Risk Factors- Dependence on Key Personnel" "Management-Limitation of Liability" "Description of the Securities," and "Shares Eligible For Future Sale" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects. In addition, such counsel shall state that such counsel has participated in conferences with officials and other representatives of the Company, the Representatives, Underwriters' Counsel and the independent certified public accountants of the Company, at which such conferences the contents of the Registration Statement and Prospectus and related matters were discussed, and although they have not certified the accuracy or completeness of the statements contained in the Registration Statement or the Prospectus, nothing has come to the attention of such counsel which leads them to believe that, at the time the Registration Statement became effective and at all times subsequent thereto up to and on the Closing Date and on any later date on which Option Shares are to be purchased, the Registration Statement and any amendment or supplement, when such documents became effective or were filed with the Commission (other than the financial statements including the notes thereto and supporting schedules and other financial and statistical information derived therefrom, as to which such counsel need express no comment) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or at the Closing Date or any later date on which the Option Shares are to be purchased, as the case may be, the Prospectus and any amendment or supplement thereto (other than the financial statements including the notes thereto and other financial and statistical information derived therefrom, as to which such counsel need express no comment) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such opinion shall also cover such other matters incident to the transactions contemplated hereby and the offering Prospectus as you or counsel to the Underwriter shall reasonably request. In rendering such opinion, to the extent deemed reasonable by them, such counsel may rely upon certificates of any officer of the Company or public officials as to matters of fact of which the maker of such certificate has knowledge.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase and pay for the Securities are subject to the accuracy, when made and as of the Applicable Time and on such Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) On The Registration Statements have become effective under the date of this Agreement Securities Act, and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No no stop order suspending the effectiveness of the any Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, any Preliminary Prospectus, the Prospectus under the Securities Act or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for such that purpose or pursuant to Section 8A under the Securities Act shall be pending before have been initiated or threatened by the Commission Commission, and any all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement Statements or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the RepresentativesRepresentative; the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus and the Prospectus shall have been filed with, the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or the transactions contemplated hereby. (b) None of the Underwriters shall have discovered and disclosed to the Company on or prior to such Closing Date that any Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings incident to the authorization, form and validity of each of this Agreement, the Stock, the Registration Statements, the General Disclosure Package, each Issuer Free Writing Prospectus and the Prospectus and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Xxxxxx LLP shall have furnished to the Representative such counsel’s written opinion and negative assurance statement, as counsel to the Company, addressed to the Underwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representative. (e) The Representative shall have received from Xxxxxxx Procter LLP, counsel for the Underwriters, such counsel’s written opinion and negative assurance statement, dated such Closing Date, with respect to such matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. (f) At the time of the execution of this Agreement, the Representative shall have received from Ernst & Young LLP a letter, addressed to the Underwriters, executed and dated such date, in form and substance satisfactory to the Representative (i) confirming that they are an independent registered accounting firm with respect to the Company within the meaning of the Securities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statements, the General Disclosure Package and the Prospectus. (g) On the effective date of any post-effective amendment to any Registration Statement and on such Closing Date, the Representative shall have received a letter (the “bring-down letter”) from Ernst & Young LLP addressed to the Underwriters and dated such Closing Date confirming, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the bring-down letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Representative concurrently with the execution of this Agreement pursuant to paragraph (f) of this Section 6. (h) The Company shall have furnished to the Representative a certificate, dated such Closing Date, of its Chief Executive Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statements, the General Disclosure Package, any Permitted Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statements and each amendment thereto, at the Applicable Time, as of the date of this Agreement and as of such Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time and as of such Closing Date, any Permitted Free Writing Prospectus as of its date and as of such Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of such Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Initial Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statements, the General Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of such Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the General Disclosure Package, any material adverse change in the financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company, except as set forth in the Prospectus. (i) The Corporation At the time of the execution of this Agreement and on such Closing Date, the Company shall have furnished to the Representative a certificate, dated as of such date, of its subsidiaries shall not have sustained since Chief Financial Officer stating that the financial numbers identified by the Underwriters in such certificate are correct in all material respects. (j) Since the date of the latest audited financial statements included in the Pricing General Disclosure PackagePackage or incorporated by reference in the General Disclosure Package as of the date hereof, (i) the Company shall not have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effectdecree, otherwise than as set forth in the General Disclosure Package, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change in the capital stock (other than stock option and warrant exercises and stock repurchases in the ordinary course of business) or long-term debt of the Company, or any change, or any development involving a prospective change, in or affecting the equity interestsbusiness, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken Company, otherwise than as a whole, whether or not arising set forth in the ordinary course General Disclosure Package, the effect of businesswhich, in the any such case of either described in clause (i) or this clause (ii)) of this paragraph (j) is, other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the RepresentativesRepresentative, any such change makes it impracticable or inadvisable so material and adverse as to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes make it impracticable or inadvisable to proceed with the public offering sale or delivery of the sale of and payment for the Securities Stock on the terms and in the manner contemplated in the ProspectusGeneral Disclosure Package. (ek) The representations No action shall have been taken and warranties no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Corporation (on behalf of itself Stock or materially and adversely affect or potentially materially and adversely affect the Guarantors) contained herein shall be true and correct on and as business or operations of the Closing Date Company; and the Corporation no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have performed all covenants been issued which would prevent the issuance or sale of the Stock or materially and agreements herein contained to be performed on its part at adversely affect or prior to potentially materially and adversely affect the Closing Datebusiness or operations of the Company. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (il) Subsequent to the date execution and delivery of this Agreement, Agreement (i) no downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the CorporationCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication implications of a possible upgrading), and no implication the Company’s corporate credit rating or the rating of a possible downgrading any of such rating)the Company’s debt securities. (jm) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the NYSE MKT or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representative, impracticable or inadvisable to proceed with the sale or delivery of the Stock on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (n) The Underwriters Exchange shall have approved the Stock for listing therein, subject only to official notice of issuance. (o) The Representative shall have received on and as of the Closing Date a certificatesatisfactory evidence of the good standing of the Company in its jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, dated in each case in writing or any standard form of telecommunication from the Closing Dateappropriate Governmental Authorities of such jurisdictions. (p) The Representative shall have received the written agreements, substantially in the form of Exhibit A hereto, of the Vice President and Treasurer of the Corporation, which shall certify, persons listed in Exhibit B to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto)this Agreement. (kq) The Securities Company shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, have furnished to the Underwriters shall have received from the Chief Financial Officer a Secretary’s Certificate of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related mattersCompany, in form and substance reasonably satisfactory to counsel for the Underwriters. (r) On or prior to such Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase and pay for the Securities are subject to the satisfaction of each of the following conditionsconditions and agreements: (a) On All of the representations and warranties of the Company contained in this Agreement shall be true and correct, or true and correct in all material respects where such representations and warranties are not qualified by materiality or Material Adverse Effect, on the date of this Agreement and also and, in each case after giving effect to the transactions contemplated hereby, on the Closing Delivery Date, PwC except that if a representation and warranty is made as of a specific date, and such date is expressly referred to therein, such representation and warranty shall be true and correct (or true and correct in all material respects, as applicable) as of such date. The Company shall have furnished performed or complied in all material respects with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by it at or prior to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the ProspectusDelivery Date. (b) No The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a) of this Agreement; the Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus under the Securities Act or any Issuer Free Writing Prospectus shall have been issued and no proceedings proceeding for such purpose shall be pending before have been initiated or threatened by the Commission Commission; and any requests for additional information on the part request of the Commission (to be included for inclusion of additional information in the Registration Statement or the Prospectus or otherwise) otherwise shall have been complied with to the reasonable satisfaction of the Representativesin all material respects. (ic) The Corporation All corporate proceedings and its subsidiaries shall not have sustained since other legal matters incident to the date authorization, form and validity of the latest audited financial statements included Registration Statement, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, this Agreement and the Shares, and all other legal matters relating to the offering, issuance and sale of the Shares and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel to the Underwriters. (d) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency that would, as of the Delivery Date, prevent the issuance of the Shares or consummation of the transactions contemplated herein. Except as disclosed in the Pricing Disclosure PackageProspectus, no action, suit or proceeding shall have been commenced and be pending against or affecting or, to the knowledge of the Company, threatened against the Company before any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or arbitrator or any governmental actionbody, order agency or decree that official that, if adversely determined, could reasonably be expected to have a Material Adverse Effect. (e) The Underwriters shall have received certificates substantially in the form of Exhibit B, dated the Delivery Date, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company. (iif) since The Underwriters shall have received on the respective dates Delivery Date an opinion of Xxxxx Xxxxxxxxxx LLP, counsel to the Company, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit C hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. (g) The Underwriters shall have received on the Delivery Date an opinion of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Underwriters, dated the Delivery Date and in form and substance satisfactory to the Underwriters. (h) The Underwriters shall have received a “comfort letter” from PricewaterhouseCoopers LLP, independent public accountants for the Company, dated the date of this Agreement, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. In addition, the Underwriters shall have received a “bring-down comfort letter” from PricewaterhouseCoopers LLP, dated as of which the Delivery Date, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. (i) The Underwriters shall have received a “comfort letter” from KPMG LLP, independent public accountants for NeighborCare, Inc., dated the date of this Agreement, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. In addition, the Underwriters shall have received a “bring-down comfort letter” from KPMG LLP, dated as of the Delivery Date, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. (j) All government authorizations required to be obtained by the Company, if any, in connection with the issue and sale of the Shares as contemplated under this Agreement and the performance of the Company’s obligations under this Agreement shall be in full force and effect. (k) The Underwriters shall have been furnished with wiring instructions for the application of the proceeds of the Shares in accordance with this Agreement and such other information is given as it may reasonably request. (l) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Underwriters, shall have been furnished with such documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 7 and in order to evidence the Pricing Disclosure Packageaccuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement. (m) The Shares shall be eligible for trading on the NYSE, subject to official notice of issuance. (n) Since the Applicable Time there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a wholeCompany on consolidated basis, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other otherwise than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) which is, in the reasonable judgment of the Representatives makes Xxxxxx Brothers, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the sale delivery of and payment for the Securities Shares being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (io) Subsequent to the date execution and delivery of this Agreement, Agreement (i) no downgrading shall have occurred in the corporate or issuer rating accorded the Corporation’s debt securities or preferred stock Company by any “nationally recognized statistical rating organization,” ”, as that term is defined in Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) of the Securities Act and (ii) no such organization shall have publicly announced or notified the Company in writing that it has under surveillance or review, with possible negative implications, its corporate or issuer rating of the Company. (p) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange Actor the Nasdaq National Market or trading in any securities of the Company on any exchange, nor shall there have been suspended, the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States, or there shall have been a presidential declaration of a national emergency or a declaration of war by the United States, or (iv) there shall have occurred a material adverse change in general domestic or international economic, political or financial conditions, including, without limitation, as a result of terrorist activities, or the effect of international conditions on the financial markets in the United States shall be such, as to make it in the reasonable judgment of Xxxxxx Brothers, impracticable or inadvisable to proceed with the public announcement, beyond what it had announced prior to offering or delivery of the date Shares being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus. (q) By time of execution and delivery of this Agreement, that any such organization has under surveillance or review its ratings the Company shall have furnished to the Representatives a letter substantially in the form of any debt securities or preferred stock Exhibit A hereto from each of the Corporation executive officers and directors of the Company identified in Schedule 4 hereto, addressed to the Representatives. The documents required to be delivered by this Section 7 will be delivered at the office of counsel for the Company (or at such other than an announcement with positive implication of a possible upgrading, location agreed to between the Company and no implication of a possible downgrading of such rating). (jthe Underwriters) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Delivery Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations obligation of the Underwriters hereunder to purchase offer and pay for sell the Securities are and the Option Securities is subject to the accuracy in all material respects (as of the date hereof, and as of the Closing Dates) of and compliance in all material respects with the representations and warranties of the Company to the performance by it of its agreement and obligations hereunder and to the following additional conditions: (a) On the date of this Agreement and also on the Closing Date, PwC The Registration Statement shall have furnished to become effective as and when cleared by the Underwriters lettersCommission, dated the respective date of delivery and you shall have received notice thereof, in form and substance reasonably satisfactory on or prior to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No any closing date no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such that or similar purpose shall have been instituted or shall be pending before pending, or, to your knowledge or threatened to the knowledge of the Company, shall be contemplated by the Commission and Commission; any requests for additional information request on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) for additional information shall have been complied with to the reasonable satisfaction of counsel to the RepresentativesUnderwriters; and qualification, under the securities laws of such states as you may designate, of the issue and sale of the Securities upon the terms and conditions herein set forth or contemplated and containing no provision unacceptable to you shall have been secured, and no stop order shall be in effect denying or suspending effectiveness of such qualification nor shall any stop order proceedings with respect thereto be instituted or pending or threatened under such law. (ib) The Corporation and its subsidiaries shall not have sustained since the On any closing date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Dateand, with respect to the Corporationletter referred to in subparagraph (iii), the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors date hereof, you shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion.received: (i) Subsequent to the date opinion, together with such number of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities signed or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading photostatic copies of such rating). (j) The Underwriters shall have received on opinion as you may reasonably request, addressed to you by Folex, Xxag & Xliox XXX counsel for the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related mattersCompany, in form and substance reasonably satisfactory to the Underwriters and Willxxx X. Xxxxxx, Xxq., counsel to the Underwriters, dated each such closing date, to the effect that: (A) The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the jurisdiction in which it is incorporated and has all necessary corporate power and authority to carry on its business as described in the Prospectus. (B) The Company is qualified to do business in each jurisdiction in which conducting its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company's business or assets.

Conditions of the Underwriters’ Obligations. The Underwriters' obligations of the Underwriters hereunder to purchase and pay for the Securities are subject to the following conditions: (a) On the date of this Agreement and also on at the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such purpose shall be pending before or threatened by the Commission and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives. (i) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has shall have been issued and no proceedings for such that purpose are shall be pending before or threatened by the Commission; and you shall have received a certificate, dated the Closing Date and signed by the Chairman of the Board, the President, an Executive Vice President or a Senior Vice President of the Company (who may, as to threatened proceedings, rely upon the best of his information and belief), to that effect and to the effect set forth in clause (e) of this Section 7, and (ii) the representations and warranties rating assigned by a nationally recognized securities rating organization in the United States to the senior debt securities of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and Company as of the date of this Agreement shall not have been lowered since that date; (b) you shall have received opinions, dated the Closing DateDate and reasonably satisfactory to counsel retained for the Underwriters, (iiiA) from Xxxx, Raywid & Xxxxxxxxx, L.L.P. or such other special communications counsel for the Company as may be reasonably satisfactory to you, (B) from the General Counsel of the Company to the following effect and covering such additional matters as you may reasonably request: (i) the Corporation Company and each of its significant subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has performed all covenants the corporate power and agreements herein contained authority to be performed carry on its part at business as described in the Prospectus (as amended or prior supplemented, if applicable) and the Company has the corporate power and authority to execute and deliver and perform its obligations under this Agreement and to issue and sell the Closing Date, Offered Securities as contemplated by this Agreement; (ivii) the Corporation Company and each of its significant subsidiaries have not sustained, since is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected failure to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective changeso qualify would, in the equity interestsaggregate, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute have a material adverse change to effect upon the Corporation financial condition, results of operations, business or properties of the Company and its subsidiaries taken as a whole; (iii) all corporate proceedings legally required in connection with the authorization and issuance of the Offered Securities and the sale of the Offered Securities by the Company in accordance with the terms of this Agreement have been taken; (iv) to the best knowledge of such counsel, there is no legal or governmental proceeding pending or threatened against the Company or any of its subsidiaries which is required to be disclosed in the Prospectus (as amended or supplemented, if applicable) and is not so disclosed and correctly summarized therein; (v) to the best knowledge of such counsel, there is no contract or other document known to such counsel of a character required to be described in the Prospectus (as amended or supplemented, if applicable) or to be filed as an exhibit to the Registration Statement (or to a document incorporated by reference therein) that is not described or filed as required; (vi) the execution and delivery of this Agreement and the Indenture, the issuance of the Offered Securities and the fulfillment of the terms herein and therein contained do not conflict with, or result in a breach of, or constitute a default under, the charter or by-laws of the Company or, to the best knowledge of such counsel, conflict in any material adverse change respect with, or result in a material breach of or constitute a material default under any material agreement, indenture or other instrument known to such counsel to which the general affairsCompany or any of its significant subsidiaries is a party or by which it is bound, managementor result in a violation of any law, financial position, stockholders’ equity administrative regulation or results court or governmental decree known to such counsel applicable to the Company or any of operations of the Corporation and its subsidiaries, taken except that such counsel need not express any opinion with respect to (i) matters opined upon by special communications counsel and Xxxxxxx & Xxxxxx LLC or (ii) the federal securities laws, the Blue Sky or securities laws of any jurisdiction; and (vii) to the best knowledge of such counsel, neither the Registration Statement nor the Prospectus, as a wholeamended or supplemented, whether or not arising if applicable (except as to the financial statements and schedules and any other financial and statistical data contained and incorporated by reference in the ordinary course Registration Statement or Prospectus, as to which no opinion need be expressed), contained, as of businessthe date the Prospectus was first filed with the Commission pursuant to Rule 424, other than or contains, as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated of the Closing Date, substantially any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the effect as set forth statements therein (in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect case of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents Prospectus (as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreementamended or supplemented, no downgrading shall have occurred if applicable), in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) light of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has circumstances under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating)which they were made,) not misleading. (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder Underwriter to purchase and pay for the Securities Shares are subject to each of the following conditions:terms and conditions (if not previously waived by the Underwriter): (a) On the date of this Agreement and also on the Closing Date, PwC The Registration Statement shall have furnished become effective and any material required to be filed by the Underwriters letters, dated Company pursuant to Rule 433(d) of the respective date of delivery thereof, Rules shall have been timely filed with the Commission in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectusaccordance with such rule. (b) No stop order preventing or suspending the use of the Reoffer Prospectus or any “free writing prospectus” (as defined in Rule 405 of the Rules), shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued be in effect and no proceedings for such purpose shall be pending before or or, to the knowledge of the Company, threatened by the Commission Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Reoffer Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the RepresentativesCommission and the Underwriter. (i) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (ec) The representations and warranties of the Corporation (on behalf of itself Company and the Guarantors) Selling Stockholder contained herein in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on such date. The Company and the Corporation Selling Stockholder shall have performed all covenants and agreements herein contained in this Agreement required to be performed on its part by them at or prior to the before such Closing Date. (fd) The Underwriters Registration Statement, as of the Effective Date, and Reoffer Prospectus, as of its date and the date of this Agreement, shall not include any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) The Underwriter shall have received on the Closing Date a certificate, addressed to the Underwriter and dated the such Closing Date, of the Chief Executive Officer, chief executive or chief operating officer and the President chief financial officer or any Vice President chief accounting officer of the Corporation, which shall certify, Company to the best effect that: (i) the representations and warranties of the Company in this Agreement were true and correct when made and are true and correct as of such officer’s knowledge after reasonable investigationClosing Date (except that those representations and warranties that address matters only as of a particular date remain true and correct as of such date); (ii) the Company has performed all covenants and agreements required to be performed as of such Closing Date; (iii) the condition set forth in subsection (d) of this Section 4 has been met, on behalf of the Corporation and the Guarantors, that (iiv) no stop order suspending the effectiveness of the Registration Statement has been issued and and, to their knowledge, no proceedings for such that purpose have been instituted or are pending before under the Securities Act and (v) between the date of this Agreement and the Closing Date, there has not occurred any material adverse change in the assets, properties, condition, financial or threatened by otherwise, or in the Commissionresults of operations or business affairs of the Company and its subsidiaries considered as a whole. (f) The Underwriter shall have received on the Closing Date a certificate addressed to the Underwriter and dated such Closing Date, of the Selling Stockholder, to the effect that: (iii) the representations and warranties of the Corporation (on behalf of itself Selling Stockholder in this Agreement were true and the Guarantors) contained herein correct when made and are true and correct on and as of the such Closing Date, Date (iiiexcept that those representations and warranties that address matters only as of a particular date remain true and correct as of such date) and (ii) the Corporation Selling Stockholder has performed all covenants and agreements herein contained required to be performed by such Closing Date. (g) The Underwriter shall have received: (i) simultaneously with the execution of this Agreement a signed letter from the Auditor addressed to the Underwriter and dated the date of this Agreement, in form and substance reasonably satisfactory to the Underwriter, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in, or incorporated by reference into, the Registration Statement and the Reoffer Prospectus, and (ii) on its part at or prior to the Closing Date, (iv) a signed letter from the Corporation Auditor addressed to the Underwriter and its subsidiaries have not sustained, since dated the date of such Closing Date, in form and substance reasonably satisfactory to the latest audited Underwriter, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insuranceand certain financial information contained in, or incorporated by reference into, the Registration Statement and the Reoffer Prospectus. (h) The Underwriter shall have received on the Closing Date from any labor dispute or court or governmental actionK&L Gates LLP, order or decree that would corporate and securities counsel for the Company and the Selling Stockholder, an opinion, addressed to the Underwriter and dated such Closing Date, in substantially the form attached hereto as Exhibit B. (i) The Underwriter shall have received on the Closing Date from Xxxxx Xxxxxx Xxx & Xxxxx, P.A., Florida special counsel for the Company, an opinion, addressed to the Underwriter and dated such Closing Date, in substantially the form attached hereto as Exhibit C. (j) The Underwriter shall have received on the Closing Date from Xxxxxxx Procter LLP, counsel for the Underwriter, an opinion, addressed to the Underwriter and dated such Closing Date, covering such matters as the Underwriter reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Packagemay request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters. (vk) The Underwriter shall have received a copy of the Lock-up Agreement executed by each individual listed on Schedule II hereto. (l) The Underwriter shall be reasonably satisfied that, since the respective dates as of which information is given in the Pricing Registration Statement, the General Disclosure PackagePackage and the Reoffer Prospectus, (i) there has shall not have been any change, or any development involving a prospective change, material change in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken Company (other than as a whole, result of the exercise of outstanding stock options) or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising indebtedness (other than in the ordinary course of business) of the Company, other than (ii) except as set forth in or contemplated by the Pricing Registration Statement, the General Disclosure Package or the Reoffer Prospectus, the Company shall not have entered any transaction which could reasonably be expected to result in a material reduction in the future earnings of the Company or otherwise be materially unfavorable to the Company, (iii) no legal or governmental action, suit or proceeding that materially and adversely affects or could reasonably be expected to materially and adversely affect the Prospectustransactions contemplated by this Agreement shall have been instituted or threatened and (iv) there shall not have been any material change in the assets, properties, condition (financial or otherwise), or in the results of operations or business affairs or business prospects of the Company or its subsidiaries considered as a whole that makes it impractical or inadvisable in the Underwriter’s judgment to proceed with the purchase or offering of the Shares as contemplated hereby. (gm) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation Company and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors Selling Stockholder shall have furnished or caused to be furnished to the Underwriter such counsel for the Underwriters such further certificates or documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading Underwriter shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating)reasonably requested. (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of ------------------------------------------- the several Underwriters hereunder to purchase and pay for the Securities are Notes, as provided herein, shall be subject to (i) the accuracy, in all material respects, of the representations and warranties of the Company herein contained, as of the date hereof, as of the Closing Date and, with respect to Option Notes, the Option Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished pursuant to this Section 5 to you or to counsel of the Underwriters of any qualification or limitation not previously approved in writing by you, (iii) the performance by the Company of its obligations hereunder and (iv) the following conditionsadditional obligations: (a) On Any post-effective amendments to the date of this Agreement and also on Registration Statement required to be filed by the Company prior to the Closing Date, PwC Date shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form become effective and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act any such post-effective amendment shall have been issued and no proceedings for such purpose therefor shall be pending before have been initiated or, to the knowledge of the Company, threatened by the Commission. (b) On the Closing Date (and, with respect to the Option Notes, the Option Closing Date) (i) no proceeding under the Act or the Exchange Act shall have been initiated or threatened by the Commission Commission, or, with respect to the filing of any Form 8-A under the Exchange Act, by any national securities exchange; and any all requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives. (i) The Corporation and its subsidiaries or such requests shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effectbeen otherwise satisfied, and (ii) since the respective dates as of which information is given in the Pricing Disclosure PackageRegistration Statement and the Final Prospectus, except as otherwise stated therein or contemplated thereby, there shall not have been any changematerial adverse change in, or any adverse development involving a prospective changewhich materially affects, in the equity interestsfinancial condition, capital stock results of operations, business or long-term debt properties of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation Company and its subsidiaries taken considered as a wholeone enterprise, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified which is in clause (iv) or (v) in the your reasonable judgment of the Representatives makes so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or delivery of the sale of and payment for the Securities Notes on the terms and in the manner contemplated in the Final Prospectus. (c) The Indenture shall have been duly executed and delivered by the Company and the Trustee. (d) On the Closing Date (and, with respect to the Option Notes, the Option Closing Date), the Final Prospectus shall not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of On the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Dateand, with respect to the CorporationOption Notes, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Option Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer favorable opinion, dated as of the Corporation a certificate with respect to certain financial information included in Closing Time, of: (A) Weil, Gotshal & Xxxxxx LLP, counsel for the Pricing Disclosure Package and the Prospectus and related mattersCompany, in a form and substance reasonably satisfactory to the Underwriters, to the effect that: (1) The Notes have been duly authorized by the Company for issuance and when executed (and assuming the due authorization, execution and delivery of the Indenture by the Trustee and the execution, delivery and authentication of the Notes by the Trustee in accordance with the Indenture) and delivered by the Company to and paid for by the Underwriters in accordance with the terms of this Agreement, will be duly executed, authenticated, issued and delivered and will constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether a proceeding is sought in equity or at law). (2) The Indenture has been duly authorized by the Company and, when duly executed and delivered by the Company (assuming the due authorization, execution and delivery thereof by the Trustee), will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether a proceeding is sought in equity or at law). (3) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company. (4) The statements made in the Final Prospectus under the caption "Description of the Debt Securities," insofar as they describe the provisions of the Notes and the Indenture, constitute fair summaries thereof accurate in all material respects. (5) The Company is not now, nor immediately after the sale of the Notes to be sold hereunder and application of the net proceeds from such sale (as described in the Final Prospectus under the caption "Use of Proceeds") will be, an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. (6) Neither the consummation of the transactions contemplated hereby nor the sale, issuance, execution or delivery of the Notes, nor the application of the proceeds therefrom (as shall be described in the Final Prospectus under the caption "Use of Proceeds"), will violate Regulation T (12 C.F.R. Part 220), U (12 C.F.R. Part 221) or X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System; the Notes, and the use of the proceeds therefrom (as shall be described in the Final Prospectus under the caption "Use of Proceeds"), do not constitute "purpose credit" as such term is understood under such Regulations; and

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase and pay for the Securities are subject to the accuracy, when made and as of the Applicable Time and on the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) On The Registration Statements have become effective under the date of this Agreement Securities Act, and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No no stop order suspending the effectiveness of the any Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, any Preliminary Prospectus, the Prospectus under the Securities Act or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for such that purpose or pursuant to Section 8A under the Securities Act shall be pending before have been initiated or threatened by the Commission Commission, and any all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement Statements or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives; the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus and the Prospectus shall have been filed with, the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or the transactions contemplated hereby. (b) None of the Underwriters shall have discovered and disclosed to the Company on or prior to the Closing Date that any Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings incident to the authorization, form and validity of each of this Agreement, the Stock, the Conversion Shares, the Warrants, the Warrant Shares, the Registration Statements, the General Disclosure Package, each Issuer Free Writing Prospectus and the Prospectus and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Xxxxxx LLP shall have furnished to the Representatives such counsel’s written opinion and negative assurance statement, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Representatives and set forth on Exhibit C hereto. (e) The Representatives shall have received from Xxxxxxx Procter LLP, counsel for the Underwriters, such counsel’s written opinion and negative assurance statement, dated the Closing Date, with respect to such matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. (f) At the time of the execution of this Agreement, the Representatives shall have received from Ernst & Young LLP a letter, addressed to the Underwriters, executed and dated such date, in form and substance satisfactory to the Representatives (i) confirming that they are an independent registered accounting firm with respect to the Company within the meaning of the Securities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statements, the General Disclosure Package and the Prospectus. (g) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Representatives shall have received a letter (the “bring-down letter”) from Ernst & Young LLP addressed to the Underwriters and dated the Closing Date confirming, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the bring-down letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Representatives concurrently with the execution of this Agreement pursuant to paragraph (f) of this Section 6. (h) The Company shall have furnished to the Representatives a certificate, dated the Closing Date, of its Chief Executive Officer stating that (i) such officers have carefully examined the Registration Statements, the General Disclosure Package, any Permitted Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statements and each amendment thereto, at the Applicable Time, as of the date of this Agreement and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time and as of the Closing Date, any Permitted Free Writing Prospectus as of its date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Initial Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statements, the General Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the General Disclosure Package, any material adverse change in the financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company, except as set forth in the Prospectus. (i) The Corporation At the time of the execution of this Agreement and on the Closing Date, the Company shall have furnished to the Representatives a certificate, dated as of such date, of its subsidiaries shall not have sustained since Chief Executive Officer stating that the financial numbers identified by the Underwriters in such certificate are correct in all material respects. (j) Since the date of the latest audited financial statements included in the Pricing General Disclosure PackagePackage or incorporated by reference in the General Disclosure Package as of the date hereof, (i) the Company shall not have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effectdecree, otherwise than as set forth in the General Disclosure Package, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change in the capital stock (other than stock option and warrant exercises and stock repurchases in the ordinary course of business) or long-term debt of the Company, or any change, or any development involving a prospective change, in or affecting the equity interestsbusiness, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken Company, otherwise than as a whole, whether or not arising set forth in the ordinary course General Disclosure Package, the effect of businesswhich, in the any such case of either described in clause (i) or this clause (ii)) of this paragraph (i) is, other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable so material and adverse as to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes make it impracticable or inadvisable to proceed with the public offering sale or delivery of the sale of Stock and payment for the Securities Warrants on the terms and in the manner contemplated in the ProspectusGeneral Disclosure Package. (ek) The representations No action shall have been taken and warranties no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Corporation (on behalf of itself Stock and Warrants or materially and adversely affect or potentially materially and adversely affect the Guarantors) contained herein shall be true and correct on and as business or operations of the Closing Date Company; and the Corporation no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have performed all covenants been issued which would prevent the issuance or sale of the Stock and agreements herein contained to be performed on its part at Warrants or prior to materially and adversely affect or potentially materially and adversely affect the Closing Datebusiness or operations of the Company. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (il) Subsequent to the date execution and delivery of this Agreement, Agreement (i) no downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the CorporationCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication implications of a possible upgrading), and no implication the Company’s corporate credit rating or the rating of a possible downgrading any of such rating)the Company’s debt securities. (jm) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the NASDAQ Stock Market or the NYSE MKT or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the sale or delivery of the Stock and Warrants on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (n) The Underwriters Exchange shall have approved the Stock and Warrant Shares for listing therein, subject only to official notice of issuance. (o) The Representatives shall have received on and as of the Closing Date a certificatesatisfactory evidence of the good standing of the Company in its jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, dated in each case in writing or any standard form of telecommunication from the Closing Dateappropriate Governmental Authorities of such jurisdictions. (p) The Representatives shall have received the written agreements, substantially in the form of Exhibit A hereto, of the Vice President persons and Treasurer of the Corporation, which shall certify, entities listed in Exhibit B to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto)this Agreement. (kq) The Securities Company shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, have furnished to the Underwriters shall have received from the Chief Financial Officer a Secretary’s Certificate of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related mattersCompany, in form and substance reasonably satisfactory to counsel for the Underwriters. (r) On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request. (s) Prior to the Closing Date, the Company shall have filed with the Secretary of State of the State of Delaware the Certificate of Designation of Preferences, Rights and Limitations of the Preferred Stock, substantially in the form as attached hereto as Exhibit E. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase and pay for the Securities are subject to the accuracy, when made and as of the Applicable Time and on the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) On The Registration Statements have become effective under the date of this Agreement Securities Act, and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No no stop order suspending the effectiveness of the any Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, any Preliminary Prospectus, the Prospectus under the Securities Act or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for such that purpose or pursuant to Section 8A under the Securities Act shall be pending before have been initiated or threatened by the Commission Commission, and any all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement Statements or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the RepresentativesRepresentative; the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus and the Prospectus shall have been filed with, the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section5, and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or the transactions contemplated hereby. (b) None of the Underwriters shall have discovered and disclosed to the Company on or prior to the Closing Date that any Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings incident to the authorization, form and validity of each of this Agreement, the Stock, the Conversion Stock, the Registration Statements, the General Disclosure Package, each Issuer Free Writing Prospectus and the Prospectus and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Xxxxxx LLP shall have furnished to the Representative such counsel’s written opinion and negative assurance statement, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Representative. (e) The Representative shall have received from Xxxxxxx Procter LLP, counsel for the Underwriters, such counsel’s written opinion and negative assurance statement, dated the Closing Date, with respect to such matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. (f) At the time of the execution of this Agreement, the Representative shall have received from Ernst & Young LLP a letter, addressed to the Underwriters, executed and dated such date, in form and substance satisfactory to the Representative (i) confirming that they are an independent registered accounting firm with respect to the Company within the meaning of the Securities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statements, the General Disclosure Package and the Prospectus. (g) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Representative shall have received a letter (the “bring-down letter”) from Ernst & Young LLP addressed to the Underwriters and dated the Closing Date confirming, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the bring-down letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Representative concurrently with the execution of this Agreement pursuant to paragraph (f) of this Section 5. (h) The Company shall have furnished to the Representative a certificate, dated the Closing Date, of its Chief Executive Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statements, the General Disclosure Package, any Permitted Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statements and each amendment thereto, at the Applicable Time, as of the date of this Agreement and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time and as of the Closing Date, any Permitted Free Writing Prospectus as of its date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Initial Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statements, the General Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the General Disclosure Package, any material adverse change in the financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company, except as set forth in the Prospectus. (i) The Corporation At the time of the execution of this Agreement and on the Closing Date, the Company shall have furnished to the Representative a certificate, dated as of such date, of its subsidiaries shall not have sustained since Chief Financial Officer stating that the financial numbers identified by the Underwriters in such certificate are correct in all material respects. (j) Since the date of the latest audited financial statements included in the Pricing General Disclosure PackagePackage or incorporated by reference in the General Disclosure Package as of the date hereof, (i) the Company shall not have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effectdecree, otherwise than as set forth in the General Disclosure Package, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change in the capital stock (other than stock option and warrant exercises and stock repurchases in the ordinary course of business) or long-term debt of the Company, or any change, or any development involving a prospective change, in or affecting the equity interestsbusiness, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken Company, otherwise than as a whole, whether or not arising set forth in the ordinary course General Disclosure Package, the effect of businesswhich, in the any such case of either described in clause (i) or this clause (ii)) of this paragraph (j) is, other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the RepresentativesRepresentative, any such change makes it impracticable or inadvisable so material and adverse as to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes make it impracticable or inadvisable to proceed with the public offering sale or delivery of the sale of and payment for the Securities Stock on the terms and in the manner contemplated in the ProspectusGeneral Disclosure Package. (ek) The representations No action shall have been taken and warranties no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Corporation (on behalf of itself Stock or materially and adversely affect or potentially materially and adversely affect the Guarantors) contained herein shall be true and correct on and as business or operations of the Closing Date Company; and the Corporation no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have performed all covenants been issued which would prevent the issuance or sale of the Stock or materially and agreements herein contained to be performed on its part at adversely affect or prior to potentially materially and adversely affect the Closing Datebusiness or operations of the Company. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (il) Subsequent to the date execution and delivery of this Agreement, Agreement (i) no downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the CorporationCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication implications of a possible upgrading), and no implication the Company’s corporate credit rating or the rating of a possible downgrading any of such rating)the Company’s debt securities. (jm) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the NYSE MKT or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representative, impracticable or inadvisable to proceed with the sale or delivery of the Stock on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (n) The Underwriters Exchange shall have approved the Stock for listing therein, subject only to official notice of issuance. (o) The Representative shall have received on and as of the Closing Date a certificatesatisfactory evidence of the good standing of the Company in its jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representative may reasonably request, dated in each case in writing or any standard form of telecommunication from the Closing Dateappropriate Governmental Authorities of such jurisdictions. (p) The Representative shall have received the written agreements, substantially in the form of Exhibit A hereto, of the Vice President and Treasurer of the Corporation, which shall certify, persons listed in Exhibit B to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto)this Agreement. (kq) The Securities Company shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, have furnished to the Underwriters shall have received from the Chief Financial Officer a Secretary’s Certificate of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related mattersCompany, in form and substance reasonably satisfactory to counsel for the Underwriters. (r) On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request. (s) Prior to the Closing Date, the Company shall have filed with the Secretary of State of the State of Delaware the Certificate of Designation of Preferences, Rights and Limitations of the Preferred Stock, substantially in the form as attached hereto as Exhibit C. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Securities are subject to the accuracy, when made and as of the Applicable Time and on the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) On The Registration Statements have become effective under the date of this Agreement Securities Act, and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No no stop order suspending the effectiveness of the any Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, any Preliminary Prospectus, the Prospectus under the Securities Act or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for such that purpose or pursuant to Section 8A under the Securities Act shall be pending before have been initiated or threatened by the Commission Commission, and any all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement Statements or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the RepresentativesUnderwriters; the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus and the Prospectus shall have been filed with, the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or the transactions contemplated hereby. (b) The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing Date that any Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings incident to the authorization, form and validity of each of this Agreement, the Stock, the Conversion Stock, the Registration Statements, the General Disclosure Package, each Issuer Free Writing Prospectus and the Prospectus and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Xxxxxx LLP shall have furnished to the Underwriters such counsel’s written opinion and negative assurance statement, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters and set forth on Exhibit C hereto. (e) The Underwriters shall have received from Xxxxxxx Procter LLP, counsel for the Underwriters, such counsel’s written opinion and negative assurance statement, dated the Closing Date, with respect to such matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. (f) At the time of the execution of this Agreement, the Underwriters shall have received from Ernst & Young LLP a letter, addressed to the Underwriters, executed and dated such date, in form and substance satisfactory to the Underwriters (i) confirming that they are an independent registered accounting firm with respect to the Company within the meaning of the Securities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statements, the General Disclosure Package and the Prospectus. (g) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Underwriters shall have received a letter (the “bring-down letter”) from Ernst & Young LLP addressed to the Underwriters and dated the Closing Date confirming, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the bring-down letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Underwriters concurrently with the execution of this Agreement pursuant to paragraph (f) of this Section 6. (h) The Company shall have furnished to the Underwriters a certificate, dated the Closing Date, of its Chief Executive Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statements, the General Disclosure Package, any Permitted Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statements and each amendment thereto, at the Applicable Time, as of the date of this Agreement and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time and as of the Closing Date, any Permitted Free Writing Prospectus as of its date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Initial Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statements, the General Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the General Disclosure Package, any material adverse change in the financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company, except as set forth in the Prospectus. (i) The Corporation At the time of the execution of this Agreement and on the Closing Date, the Company shall have furnished to the Underwriters a certificate, dated as of such date, of its subsidiaries shall not have sustained since Chief Financial Officer stating that the financial numbers identified by the Underwriters in such certificate are correct in all material respects. (j) Since the date of the latest audited financial statements included in the Pricing General Disclosure PackagePackage or incorporated by reference in the General Disclosure Package as of the date hereof, (i) the Company shall not have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effectdecree, otherwise than as set forth in the General Disclosure Package, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change in the capital stock (other than stock option and warrant exercises and stock repurchases in the ordinary course of business) or long-term debt of the Company, or any change, or any development involving a prospective change, in or affecting the equity interestsbusiness, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken Company, otherwise than as a whole, whether or not arising set forth in the ordinary course General Disclosure Package, the effect of businesswhich, in the any such case of either described in clause (i) or this clause (ii)) of this paragraph (i) is, other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the RepresentativesUnderwriters, any such change makes it impracticable or inadvisable so material and adverse as to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes make it impracticable or inadvisable to proceed with the public offering sale or delivery of the sale of and payment for the Securities Stock on the terms and in the manner contemplated in the ProspectusGeneral Disclosure Package. (ek) The representations No action shall have been taken and warranties no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Corporation (on behalf of itself Stock or materially and adversely affect or potentially materially and adversely affect the Guarantors) contained herein shall be true and correct on and as business or operations of the Closing Date Company; and the Corporation no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have performed all covenants been issued which would prevent the issuance or sale of the Stock or materially and agreements herein contained to be performed on its part at adversely affect or prior to potentially materially and adversely affect the Closing Datebusiness or operations of the Company. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (il) Subsequent to the date execution and delivery of this Agreement, Agreement (i) no downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the CorporationCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication implications of a possible upgrading), and no implication the Company’s corporate credit rating or the rating of a possible downgrading any of such rating)the Company’s debt securities. (jm) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the NASDAQ Stock Market or the NYSE MKT or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Underwriters, impracticable or inadvisable to proceed with the sale or delivery of the Stock on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (n) The Exchange shall have approved the Stock for listing therein, subject only to official notice of issuance. (o) The Underwriters shall have received on and as of the Closing Date a certificate, dated the Closing Date, satisfactory evidence of the Vice President and Treasurer good standing of the CorporationCompany in its jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Underwriters may reasonably request, which shall certify, to in each case in writing or any standard form of telecommunication from the best appropriate Governmental Authorities of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto)jurisdictions. (kp) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer written agreements, substantially in the form of Exhibit A hereto, of the Corporation persons and entities listed in Exhibit B to this Agreement. (q) The Company shall have furnished to the Underwriters a certificate with respect to certain financial information included in Secretary’s Certificate of the Pricing Disclosure Package and the Prospectus and related mattersCompany, in form and substance reasonably satisfactory to counsel for the Underwriters. (r) On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request. (s) Prior to the Closing Date, the Company shall have filed with the Secretary of State of the State of Delaware the Certificate of Designation of Preferences, Rights and Limitations of the Preferred Stock, substantially in the form as attached hereto as Exhibit D. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters Underwriter hereunder to purchase and pay for the Securities Shares are subject to the accuracy, as of the date hereof, at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) On If filing of the date of this Agreement Prospectus, or any amendment or supplement thereto, is required under the Securities Act or the Rules and also on Regulations, the Closing Date, PwC Company shall have furnished to filed the Underwriters letters, dated Prospectus (or such amendment or supplement) with the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included Commission in the Pricing Disclosure Package manner and within the Prospectus. time period so required (bwithout reliance on Rule 424(b)(8) No or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package or the Prospectus under the Securities Act shall have been issued and issued; no proceedings for the issuance of such purpose an order shall be pending before have been initiated or threatened by threatened; any request of the Commission and any requests or the Underwriter for additional information on the part of the Commission (to be included in the Registration Statement or Statement, the Time of Sale Disclosure Package, the Prospectus or otherwise) shall have been complied with to the Underwriters’ reasonable satisfaction of the Representativessatisfaction. (ib) The Corporation Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and its subsidiaries shall not have sustained since the date reasonableness of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, underwriting terms and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectusarrangements. (d) Subsequent to the execution of this Agreement, there The Underwriters shall not have occurred reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, contains an untrue statement of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading fact which, in the Corporation’s securities on the New York Stock Exchange; (iii) Underwriters’ reasonable opinion, is material, or omits to state a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services fact which, in the United States; (iv) Underwriters’ reasonable opinion, is material and is required to be stated therein or necessary to make the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectusstatements therein not misleading. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to On the Closing Date. (f) The Underwriters , there shall have received on been furnished to the Closing Date a certificateUnderwriters the opinion and negative assurance letter of Xxxxxxxxx Xxxxxxx, LLP, outside corporate counsel for the Company dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory addressed to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date, there shall have been furnished to the Underwriters the opinion of Xxxxxxx Coie LLP, outside intellectual property counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of Xxxxxxxxxx Xxxxxxx LLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (h) The Underwriters shall have received a letter from each of (i) Xxxxxxxxx Xxxx; (ii) BDO USA LLP, (iii) Xxxxx, Xxxxxxxx & Co. LLP and (iv) Xxxxx Xxxxx Xxxxxxx Xxxxxx, LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (i) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date or the Option Closing Date, as applicable, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package or the Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Securities are subject Shares to be delivered at each Time of Delivery shall be subject, in their discretion, to the accuracy of the representations and warranties of the Company contained herein as of the date hereof and as of such Time of Delivery, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and agreements hereunder, and to the following conditionsadditional conditions precedent: (a) On The Registration Statement as amended to date shall have become effective prior to the date execution of this Agreement and also on the Closing Date, PwC or at such later date and/or time as shall have furnished been consented to by you in writing. The Prospectus and any amendment or supplement thereto shall have been filed with the Underwriters letters, dated Commission pursuant to Rule 424(b) within the respective date applicable time period prescribed for such filing and in accordance with Section 5(a) of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No this Agreement; no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act in part thereof shall have been issued and no proceedings for such that purpose shall be pending before or have been instituted, threatened or, to the knowledge of the Company and the Representatives, contemplated by the Commission Commission; and any all requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the your reasonable satisfaction of the Representativessatisfaction. (ib) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLPTrouxxxx Xxxdxxx XXX, counsel for the Underwriters, an shall have furnished to you such opinion and negative assurance letter in form satisfactory to the Underwritersor opinions, dated the Closing Datesuch Time of Delivery, with respect to the Corporationincorporation of the Company, the Guarantorsvalidity of the Shares being delivered at such Time of Delivery, the Securities Registration Statement, the Prospectus, and this Agreement as well as such other related matters as the Underwriters you may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation request and which are customary, and the Guarantors Company shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render pass upon such matters. (c) You shall have received an opinion., dated such Time of Delivery, of Powell, Goldstein, Frazxx & Xurpxx XXX, counsel for the Company in form and substance satisfactory to you and your counsel, to the effect that: (i) Subsequent to The Company has been duly incorporated and is validly existing as a corporation under the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) laws of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior State of Georgia and has the corporate power and authority to the date of this Agreement, that any such organization has under surveillance own or review lease its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, properties and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (conduct its business as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.described in

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Securities are pursuant to any Terms Agreement shall be subject to the accuracy of the representations and warranties on the part of the Company herein contained, to the accuracy of the statements of the Company’s officers made pursuant hereto, to the performance by the Company of all of its obligations hereunder and to the following conditionsadditional conditions precedent: (a) On At the date of this Agreement and also on the applicable Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such purpose shall be pending before or threatened by the Commission and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives. (i) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that Time (i) no stop order suspending the effectiveness of the Registration Statement has shall have been issued and no proceedings for such that purpose are pending before shall have been initiated or threatened by the Commission, (ii) the Securities shall have received the rating or ratings specified in the applicable Terms Agreement, and (iii) there shall not have come to your attention any facts that would cause you to believe that the Prospectus, together with the applicable Prospectus Supplement at the time it was required to be delivered to a purchaser of the Securities, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. No challenge by the Commission shall have been made to the accuracy or adequacy of the Registration Statement and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or the Prospectus Supplement shall have been complied with and the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement, the Prospectus or the Prospectus Supplement without the consent of the Underwriters. (b) At the applicable Closing Time you shall have received: (1) The opinion, dated as of the applicable Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, New York, New York, counsel for the Company (or of such other counsel as shall be agreed upon by you and the Company in the Terms Agreement), in form and substance satisfactory to such of you as may be named in the applicable Terms Agreement, to the effect that: (i) The Company is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) This Underwriting Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Company, and each is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (A) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (C) the enforceability as to rights to indemnity thereunder may be subject to limitations of public policy under applicable securities laws. (iii) Each applicable Agreement to which the Company is a party has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (A) such enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) the remedy of specific performance and injunctive and other forms’ of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iv) The execution and delivery by the Company of this Underwriting Agreement, the applicable Terms Agreement and each applicable Agreement to which the Company is a party and the signing of the Registration Statement by the Company are within the corporate power of the Company and have been duly authorized by all necessary corporate action on the part of the Company; and neither the issue and sale of the Securities nor the consummation of the transactions contemplated herein or therein nor the fulfillment of the terms hereof or thereof will, conflict with or constitute a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any contract, indenture, mortgage, or other instrument to which the Company is a party or by which it may be bound of which such counsel is aware, other than the lien or liens created by any such applicable Agreement, nor will such action result in any violation of the provisions of the certificate of incorporation or by laws of the Company or, any statute, rule or regulation to which the Company is subject or by which it is bound or any writ, injunction or decree of any court, governmental authority or regulatory body to which it is subject or by which it is bound of which such counsel is aware. (v) The issuance of the Notes will have been duly and validly authorized, and, when executed and authenticated as specified in the related Indenture and delivered against payment pursuant to this Underwriting Agreement, will be validly issued and outstanding and will be entitled to the benefits of the related Indenture. (vi) To the best of such counsel’s knowledge, no filing or registration with or notice to or consent, approval, authorization, order or qualification of or with any court or governmental agency or body is required for the issuance and sale of the Securities or the consummation by the Company of the transactions contemplated by this Underwriting Agreement, any applicable Agreement or the applicable Terms Agreement, except the registration under the 1933 Act of the Securities, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters. (vii) To the best of such counsel’s knowledge, there is no action, suit or proceeding of which such counsel is aware before or by any court or governmental agency or body, domestic or foreign, now pending or threatened against the Company which might result in any material adverse change in the financial condition, earnings, affairs or business of the Company, or which might materially and adversely affect the properties or assets thereof or might materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, the Securities, this Underwriting Agreement or the Agreements, or which is required to be disclosed in the Registration Statement. (viii) The Registration Statement is effective under the 1933 Act and, to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. (ix) The Indenture has been qualified under the Trust Indenture Act. (x) The Registration Statement and the Prospectus (other than the financial statements and other financial and statistical information included therein, as to which no opinion need be rendered) as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the 1933 Act and the Regulations thereunder. (xi) The statements in the Prospectus under the headings “ERISA Considerations” and “Federal Income Tax Consequences” and the statements in the applicable Prospectus Supplement under the headings “Federal Income Tax Consequences” and “ERISA Considerations”, to the extent that they describe matters of United States federal income tax law or ERISA or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and are accurate in all material respects with respect to those consequences or matters discussed therein. (xii) The statements in the Prospectus and the applicable Prospectus Supplement under the caption “Description of the Securities”, insofar as they purport to summarize certain terms of the Securities and any applicable Agreement, constitute a fair summary of the provisions purported to be summarized. (xiii) The Trust is not, and will not as a result of the offer and sale of the Securities as contemplated in the Prospectus and in this Underwriting Agreement become, an “investment company” required to be registered under the 1940 Act. (xiv) The Classes of Securities so designated in the Prospectus Supplement will be “mortgage related securities”, as defined in §3(a)(41) of the 1934 Act, so long as the Securities are rated in one of the two highest grades by at least one nationally recognized statistical rating organization. Such counsel shall deliver to you such additional opinions addressed to you addressing the transfer by the Company to the Trust of its right, title and interest in and to the Mortgage Loans and other property included in the Trust at the Closing Time as may be required by each Rating Agency rating the Securities. Such counsel shall state that it has participated in conferences with officers and other representatives of the Company, your counsel, representatives of the independent accountants for the Company and you at which the contents of the Registration Statement and the Prospectus and related matters were discussed and, although such counsel is not passing upon and does not assume responsibility for, the factual accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (except as stated in paragraphs (xi) and (xii) above) and has made no independent check or verification thereof for the purpose of rendering its opinion, on the basis of the foregoing, nothing has come to their attention that leads such counsel to believe that either the Registration Statement, at the time it became effective and at the applicable Closing Time, contained, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or that the Prospectus contained or contains as of the date thereof and at the applicable Closing Time any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need express no view with respect to the financial statements, schedules and other financial and statistical data included in or incorporated by reference into the Registration Statement, the Prospectus or the Prospectus Supplement. Such counsel may state that their opinions relate only to laws of the State of New York, the Federal laws of the United States and the General Corporation Law of the State of Delaware. In rendering such opinions, such counsel may rely, as to matters of fact, to the extent deemed proper and stated therein, on certificates of responsible officers of the Company, the parties to the applicable Agreements and public officials. (2) The opinion of counsel to the Indenture Trustee, dated as of the applicable Closing Time, addressed to you and in form and scope satisfactory to your counsel. (3) The opinion of counsel to the Owner Trustee and the Trust, dated as of the applicable Closing Time, addressed to you and in form and scope satisfactory to your counsel. (4) The opinion of counsel to each Servicer, dated as of the applicable Closing Time, addressed to you and in form and scope satisfactory to your counsel. (5) The opinion or opinions, dated as of the applicable Closing Time, of counsel for the Underwriters, acceptable to the Underwriters. (6) The opinion or opinions, dated as of the applicable Closing Time, of counsel for any Trust Administrator, addressed to you and in form and scope satisfactory to your counsel. (7) The opinion or opinions, dated as of the applicable Closing Time, of counsel for any Master Servicer, addressed to you and in form and scope satisfactory to your counsel. (8) The opinion or opinions, dated as of the applicable Closing Time, of counsel for any provider of Credit Enhancement, addressed to you and in form and scope satisfactory to your counsel. (c) At the applicable Closing Time you shall have received a certificate of the President or a Vice President and the Treasurer or the Secretary of the Company, dated as of such Closing Time, to the effect that the representations and warranties of the Corporation (on behalf of itself and the Guarantors) Company contained herein in Section 1 are true and correct with the same force and effect as though such Closing Time were a Representation Date and that the Company has complied with all agreements and satisfied all the conditions on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained its part to be performed on its part or satisfied at or prior to the Closing DateTime. (d) You shall have received from a firm of independent certified public accountants acceptable to you, (iv) the Corporation and its subsidiaries have not sustainedletters, since dated as of the date of the latest audited financial statements included applicable Terms Agreement and as of the applicable Closing Time, delivered at such times, in the Pricing Disclosure Packageform and substance reasonably satisfactory to you. (e) At the applicable Closing Time, any loss or interference with its business from firerespect to a Series of Securities, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as each of the representations and warranties of the Servicer set forth in the related servicing agreement or contemplated by the Pricing Disclosure Package, reconstituted servicing agreement will be true and (v) since the respective dates correct as of which information is given the date or dates stated therein and you shall have received a certificate of an officer of each Servicer to such effect. (f) At the applicable Closing Time, with respect to a Series of Securities, the Securities shall have received the certificate rating or ratings specified in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectusrelated Terms Agreement. (g) The Underwriters shall have received on At the applicable Closing Date from Xxxxxxxxx LLPTime, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, been furnished with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation documents and the Guarantors shall have furnished to such counsel for the Underwriters such documents opinions as they may reasonably request require for the purpose of enabling them to render such opinion. (i) Subsequent to pass upon the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) issuance and sale of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior Securities as herein contemplated and related proceedings or in order to evidence the date of this Agreement, that any such organization has under surveillance or review its ratings accuracy and completeness of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication representations and warranties, or the fulfillment of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, any of the Vice President conditions, herein contained; and Treasurer all proceedings taken by the Company in connection with the issuance and sale of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (Securities as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities herein contemplated shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, reasonably satisfactory in form and substance reasonably satisfactory to you and counsel for the Underwriters. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, the applicable Terms Agreement may be terminated by you by notice to the UnderwritersCompany at any time at or prior to the applicable Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 5. SECTION 5.

Conditions of the Underwriters’ Obligations. The obligations obligation of the Underwriters hereunder to purchase offer and pay for sell the Securities are and the Option Securities is subject to the accuracy (as of the date hereof, and as of the Closing Dates) of and compliance with the representations and warranties of the Company to the performance by it of its agreement and obligations hereunder and to the following additional conditions: (a) On the date of this Agreement and also on the Closing Date, PwC The Registration Statement shall have furnished to become effective as and when cleared by the Underwriters lettersCommission, dated the respective date of delivery and you shall have received notice thereof, in form and substance reasonably satisfactory on or prior to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No any closing date no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such that or similar purpose shall have been instituted or shall be pending before pending, or, to your knowledge or threatened to the knowledge of the Company, shall be contemplated by the Commission and Commission; any requests for additional information request on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) for additional information shall have been complied with to the reasonable satisfaction of counsel to the RepresentativesUnderwriter; and qualification, under the securities laws of such states as you may designate, of the issue and sale of the Securities upon the terms and conditions herein set forth or contemplated and containing no provision unacceptable to you shall have been secured, and no stop order shall be in effect denying or suspending effectiveness of such qualification nor shall any stop order proceedings with respect thereto be instituted or pending or threatened under such law. (b) On any closing date and, with respect to the letter referred to in subparagraph (iii), as of the date hereof, you shall have received: (i) the opinion, together with such number of signed or photostatic copies of such opinion as you may reasonably request, addressed to you by Xxxxx & Xxxxxxx, Esqs, counsel for the Company, and in form and substance reasonably satisfactory to the Representative and Xxxxxxx X. Xxxxxx, Esq., counsel to the Representative, dated each such closing date, to the effect that: (A) The Corporation Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the jurisdiction in which it is incorporated and has all necessary corporate power and authority to carry on its subsidiaries shall business as described in the Prospectus. (B) The Company is qualified to do business in each jurisdiction in which conducting its business requires such qualification, except where the failure to be so qualified would not have sustained since a material adverse effect on the Company's business or assets. (C) The Company has the full corporate power and authority to enter into this Agreement, the Representative's Warrant Agreement and the Consulting Agreement and to consummate the transactions provided for therein and each such Agreement has been duly and validly authorized, executed and delivered by the Company. Each of this Agreement, the Consulting Agreement and the Representative's Warrant Agreement, assuming due authorization, execution and delivery by each other party thereto, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency or similar laws governing the rights of creditors and to general equitable principles, and provided that no opinion need be given as to the enforceability of any indemnification or contribution provisions, and none of the Company's execution or delivery of this Agreement, the Consulting Agreement or the Representative's Warrant Agreement, its performance hereunder or thereunder, its consummation of the transactions contemplated herein or therein, or the conduct of its business as described in the Registration Statement, the Prospectus, and any amendments or supplements thereto, conflicts with or will conflict with or results or will result in any material breach or violation of any of the terms or provisions of, or constitutes or will constitute a material default under, or result in the creation or imposition of any material lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company pursuant to the terms of (A) the articles of incorporation or by-laws of the Company, (B) to the knowledge of such counsel, any material license, contract, indenture, mortgage, deed of trust, voting trust agreement, stockholders' agreement, note, loan or credit agreement or any other agreement or instrument to which the Company is a party or by which it is or may be bound, or (C) to the knowledge of such counsel, any statute, judgment, decree, order, rule or regulation applicable to the Company, whether domestic or foreign. (D) The Company had authorized and outstanding capital stock as set forth in the Prospectus under the heading "Capitalization" as of the date set forth therein, and all of such issued and outstanding shares of capital stock have been duly and validly authorized and issued, and to the knowledge of such counsel are fully paid and nonassessable, and to the knowledge of such counsel no stockholder of the latest audited financial statements included Company is entitled to any preemptive rights to subscribe for, or purchase shares of the capital stock and to the knowledge of such counsel none of such securities were issued in violation of the preemptive rights of any holders of any securities of the Company. (E) To the knowledge of such counsel, the Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the Representative's Warrant Agreement, and except as described in the Pricing Disclosure PackageProspectus. The Common Stock, any loss or interference with its business from firethe Warrants and the Representative's Warrants each conforms in all material respects to the respective descriptions thereof contained in the Prospectus. The outstanding shares of Common Stock and the Warrants the Warrant Stock and the Representative's Warrant Stock will have been upon payment and delivery, explosionin the manner described herein, flood the Warrant Agreement and the Representative Agreement, as the case may be, will be, duly authorized, validly issued, fully paid and nonassessable. There are no preemptive or other calamity, whether rights to subscribe for or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any changepurchase, or any development involving restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company's articles of incorporation, by-laws, other governing documents or any agreement or other instrument known to such counsel to which the Company is a prospective change, party or by which it is bound. (F) The certificates representing the Securities are in the equity interests, capital stock or long-term debt due and proper form and each of the Corporation Warrant Stock and the Representative's Warrant Stock has been duly authorized and reserved for issuance and when issued and delivered in accordance with the respective terms of the Warrant Agreement and Representative's Warrant Agreement, respectively, will duly and validly issued, fully paid and nonassessable. (G) To the knowledge of such counsel, there are no claims, suits or other legal proceedings pending or threatened against the Company in any court or before or by any governmental body which might materially affect the business of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken Company or the financial condition of the Company as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than except as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (dH) Subsequent to Based on oral and/or written advice from the execution of this Agreement, there shall not have occurred any staff of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive OfficerCommission, the President or any Vice President of the Corporation, which shall certifyRegistration Statement has become effective and, to the best knowledge of such officer’s knowledge after reasonable investigationcounsel, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued Prospectus is in effect and no proceedings for such that purpose are pending before before, or threatened by, federal or by a state securities administrator. (I) To the knowledge of such counsel, there are no legal or governmental proceedings, actions, arbitrations, investigations, inquiries or the like pending or threatened against the Company of a character required to be disclosed in the Prospectus which have not been so disclosed, questions the validity of the capital stock of the Company or this Agreement or the Representative's Warrant Agreement or might adversely affect the condition, financial or otherwise, or the prospects of the Company or which could adversely affect the Company's ability to perform any of its obligations under this Agreement, the Representative's Warrant Agreement or the Consulting Agreement. (J) To such counsel's knowledge, there are no material agreements, contracts or other documents known to such counsel required by the CommissionAct to be described in the Registration Statement and the Prospectus and filed as exhibits to the Registration Statement other than those described in the Registration Statement and the Prospectus and filed as exhibits thereto, and to such counsel's knowledge (iiA) the representations and warranties exhibits which have been filed are correct copies of the Corporation documents of which they purport to be copies; (on behalf of itself B) the descriptions in the Registration Statement and the Guarantors) contained herein Prospectus and any supplement or amendment thereto of contracts and other documents to which the Company is a party or by which it is bound, including any document to which the Company is a party or by which it is bound incorporated by reference into the Prospectus and any supplement or amendment thereto, are true accurate in all material respects and correct on and as of fairly represent the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained information required to be performed on its part at or prior to the Closing Dateshown by Form SB-2. (K) No consent, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental actionapproval, order or decree that would reasonably be expected to have a Material Adverse Effectauthorization from any regulatory board, agency or instrumentality having jurisdiction over the Company, or its properties (other than as set forth in registration under the Act or contemplated qualification under state or foreign securities law or approval by the Pricing Disclosure PackageNASD) is required for the valid authorization, issuance, sale and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt delivery of the Corporation Securities, the Option Securities or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the ProspectusRepresentative's Warrant. (gL) The Underwriters statements in the Prospectus under "Risk Factors-Control by Existing Stockholders," "Management-Limitation of Liability" "Description of the Securities," and "Shares Eligible For Future Sale" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects. In addition, such counsel shall state that such counsel has participated in conferences with officials and other representatives of the Company, the Representatives, Representative's Counsel and the independent certified public accountants of the Company, at which such conferences the contents of the Registration Statement and Prospectus and related matters were discussed, and although they have received not certified the accuracy or completeness of the statements contained in the Registration Statement or the Prospectus, nothing has come to the attention of such counsel which leads them to believe that, at the time the Registration Statement became effective and at all times subsequent thereto up to and on the Closing Date from Xxxxxxxxx LLPand on any later date on which Option Shares are to be purchased, the Registration Statement and any amendment or supplement, when such documents became effective or were filed with the Commission (other than the financial statements including the notes thereto and supporting schedules and other financial and statistical information derived therefrom, as to which such counsel for need express no comment) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the Corporation and the Guarantorsstatements therein not misleading, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on or at the Closing Date from Shearman & Sterling LLPor any later date on which the Option Shares are to be purchased, as the case may be, the Prospectus and any amendment or supplement thereto (other than the financial statements including the notes thereto and other financial and statistical information derived therefrom, as to which such counsel for need express no comment) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the Underwritersstatements therein, an in the light of the circumstances under which they were made, not misleading. Such opinion and negative assurance letter in form satisfactory shall also cover such other matters incident to the Underwriters, dated transactions contemplated hereby and the Closing Date, with respect offering Prospectus as you or counsel to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may Representative shall reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render In rendering such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best extent deemed reasonable by them, such counsel may rely upon certificates of any officer of the Company or public officials as to matters of fact of which the maker of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto)certificate has knowledge. (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations ------------------------------------------- of the Underwriters hereunder to purchase and pay for the Securities are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder, and to the following further conditions: (a) On the date of this Agreement and also on the At Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. The Prospectus (including the Prospectus Supplement) shall have been filed or transmitted for filing with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations within the prescribed time period, and prior to Closing Time the Company shall have provided evidence satisfactory to the Underwriters of such timely filing or transmittal. (b) At Closing Time the Underwriters shall have received: (1) The favorable opinion, dated as of Closing Time, of Xxxxxx & Xxxxxxx, counsel for the Company, in form and scope satisfactory to counsel for the Underwriters to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. (iii) The Indenture has been duly authorized, executed and delivered by the Company, and the Securities have been duly authorized for execution and delivery by the Company. (iv) The Securities are in due and proper form and when executed and authenticated in accordance with the terms of the Indenture and delivered pursuant to the provisions of this Agreement against payment of the consideration therefor, will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and each holder of the Securities will be entitled to the benefits of the Indenture. (v) The Indenture is the legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (vi) The Securities and the Indenture conform in all material respects to the respective descriptions thereof contained in the Prospectus. (vii) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus; all of the issued and outstanding shares of capital stock of such subsidiary have been duly authorized and validly issued, and are fully paid and non-assessable and, to the best of such counsel's knowledge, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. (viii) This Agreement has been duly authorized, executed and delivered by the Company. (ix) The Registration Statement is effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. (x) The Registration Statement, at the time it became effective and at the Representation Date, appeared on its face to comply as to form in all material respects with the requirements for registration statements on Form S-3 under the 1933 Act and the 1933 Act Regulations; it being understood that such counsel need express no opinion with respect to documents incorporated by reference therein except as set forth in paragraph (xii) below, the Form T-1 or the use financial statements, schedules and other financial and statistical data included or incorporated by reference in the Registration Statement. In passing upon the compliance as to form of the Registration Statement, such counsel may assume that the statements made and incorporated by reference therein are true, correct and complete. (xi) Each document filed pursuant to the 1934 Act and incorporated by reference in the Prospectus (other than the financial statements, schedules and other financial and statistical data included or incorporated by reference therein, as to which no opinion need be rendered), at the time it was filed with the Commission, appeared on its face to comply as to form in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations. In passing upon compliance as to form of such documents, such counsel may assume that the statements made therein are true, correct and complete. (xii) The Indenture has been duly qualified under the 1939 Act. (xiii) To the best of such counsel's knowledge, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Prospectus. (xiv) No authorization, approval, consent, decree or order of any court or governmental authority or agency is required for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be, or as may be required under the 1933 Act, the 1933 Act Regulations, the 1939 Act or state securities laws (including real estate syndication laws). (xv) The issue and the sale of the Securities and the compliance by the Company with the provisions of this Agreement and the Indenture, and the consummation of the transactions therein contemplated, will not result in a breach or violation of any material term or provision of, or constitute a default under: (i) that certain Indenture dated as of April 1, 1989 between the Company and The Bank of New York, as Trustee, for Debt Securities; (ii) that certain Fiscal Agency Agreement dated as of November 8, 1993 between the Company and Chemical Bank, as Fiscal Agent, for 6% Convertible Subordinated Notes due 2000; and (iii) that certain Revolving Credit Agreement dated as of March 31, 1994 among the Company, The Bank of New York, Xxxxx Fargo Bank, Kredietbank N.V., The Long-Term Credit Bank of Japan, Ltd., Nations Bank of Texas, N.A., Bank of Hawaii and Sanwa Bank of California; nor will such action result in any violation of the provisions of the charter or by-laws of the Company or, to the best of such counsel's knowledge, result in any material violation of any statute or any order, rule or regulation applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except that such counsel need express no opinion under federal securities laws except as expressly otherwise provided in this Section 5(b)(1), and no opinion under state securities laws (including real estate syndication laws) or any antifraud laws. (xvi) The Company is not required to be registered under the 0000 Xxx. (2) The favorable opinion, dated as of Closing Time, of Xxxxxx & Xxxxxxx, counsel for the Company, in form and scope satisfactory to counsel for the Underwriters and subject to customary assumptions, limitations and exceptions acceptable to counsel for the Underwriters, to the effect that: (i) the Company was organized in conformity with the requirements for qualification as a real estate investment trust and its proposed method of operation will enable it to meet the requirements for qualification and taxation as a real estate investment trust under the Code; and (ii) the information in the Prospectus under the Securities Act shall caption "Certain Federal Income Tax Considerations to the Company", to the extent that it constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by them and is correct in all material respects. (3) The favorable opinion, dated as of Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel's knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have been issued a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel's knowledge and information, each subsidiary of the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel's knowledge and information, no proceedings for such purpose shall be pending before material default exists in the due performance or threatened observance by the Commission and Company or any requests for additional information on the part of the Commission (its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to be included in the Registration Statement or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the Prospectus condition, financial or otherwise) shall have been complied with to , or in the reasonable satisfaction earnings, business affairs or business prospects of the RepresentativesCompany and its subsidiaries considered as one enterprise. (iiv) To the best of such counsel's knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (4) The Corporation favorable opinion, dated as of Closing Time, of Xxxxx & Wood, counsel for the Underwriters, with respect to the matters set forth in (i), (iii) to (vi), (viii) to (x), and its subsidiaries (xii), inclusive, of subsection (b)(1) of this Section. (5) In giving their opinions required by subsections (b)(1) and (b)(4), respectively, of this Section, Xxxxxx & Xxxxxxx and Xxxxx & Wood shall each additionally state that nothing has come to their attention that would lead them to believe that the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, at the Representation Date (unless the term "Prospectus" refers to a prospectus which has been provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus on file at the Commission at the Representation Date, in which case at the time it is first provided to the Underwriters for such use) or at Closing Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In giving their opinions, Xxxxxx & Xxxxxxx and Xxxxx & Wood may rely, to the extent recited therein, (A) as to all matters of fact, upon certificates and written statements of officers of the Company, (B) as to the qualification and good standing of the Company to do business in any state or jurisdiction, upon certificates of appropriate government officials and (C) as to matters involving the laws of the State of Maryland, upon the opinion of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, in form and scope satisfactory to counsel for the Underwriters. (c) At Closing Time there shall not have sustained been, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss hereof or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure PackageProspectus, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, managementcondition, financial positionor otherwise, stockholders’ equity or results of operations in the earnings, business affairs or business prospects of the Corporation Company and its subsidiaries taken considered as a wholeone enterprise, whether or not arising in the ordinary course of business, in and the case Underwriters shall have received a certificate of either clause the President or a Vice President of the Company and the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (i) or this clause (ii)there has been no such material adverse change, other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension the representations and warranties in trading in Section 1 hereof are true and correct with the Corporation’s securities on the New York Stock Exchange; same force and effect as though expressly made at and as of Closing Time, (iii) a general moratorium the Company has performed or complied with all agreements and satisfied all conditions on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained its part to be performed on its part or satisfied at or prior to the Closing Date. Time, and (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (iiv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such that purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.been

Conditions of the Underwriters’ Obligations. The respective obligations of the Underwriters hereunder hereunder, as to purchase and pay for the Securities to be delivered at the Time of Delivery, are subject to the accuracy, when made and at and as of the Time of Delivery, of the representations and warranties of the Transaction Entities contained herein, to the performance by each Transaction Entity of its obligations hereunder, and to each of the following additional terms and conditions: (a) On If the Company has elected to rely upon Rule 462(b) and, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Securities may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 10:00 P.M., Washington, D.C. time, on the date of this Agreement hereof, or at such later date and also on time as shall be consented to in writing by you, and all filings, if any, required to have been made by such time by Rules 424 and 430A under the Closing Date, PwC Rules and Regulations shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No been timely made; no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act any part thereof shall have been issued and no proceedings proceeding for such that purpose shall be pending before have been instituted or, to the knowledge of the Transaction Entities or any Underwriter, threatened by the Commission Commission, and any requests request of the Commission for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representativesyour satisfaction. (ib) The Corporation and its subsidiaries shall not have sustained since Subsequent to the effective date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Packagethis Agreement, there shall not have been occurred (i) any change, or any development involving a prospective change, in or affecting the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, managementcondition, financial positionor otherwise, stockholders’ equity business, properties, net worth, or results of operations of either Transaction Entity or any of their subsidiaries or any Property not contemplated by the Corporation and its subsidiaries taken as Prospectus which, in your reasonable opinion, would materially adversely affect the market for the Securities, or (ii) any event or development relating to or involving either Transaction Entity, or any partner, officer, director or trustee of either Transaction Entity, which makes any statement of a whole, whether or not arising material fact made in the ordinary course of businessProspectus untrue or which, in the case reasonable opinion of either clause (i) the Company and its counsel or this clause (ii)the Underwriters and their counsel, other than as set forth requires the making of any addition to or change in or contemplated the Prospectus in order to state a material fact required by the Pricing Disclosure PackageSecurities Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus to reflect such event or development would, in the judgment reasonable opinion of you or your counsel, materially adversely affect the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of market for the Securities, as contemplated in the Prospectus. (dc) Subsequent All trust and partnership proceedings and other legal matters incident to the execution authorization, form and validity of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive OfficerIndenture, the President or any Vice President of the CorporationSecurities, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on , and all other legal matters relating to this Agreement, the Closing Date from Xxxxxxxxx LLPIndenture, counsel for the Corporation Securities, the Registration Statement and the Guarantors, an opinion Prospectus and negative assurance letter, dated the Closing Date, substantially transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors Transaction Entities shall have furnished to such counsel for the Underwriters such all documents as and information that they may reasonably request for the purpose of enabling to enable them to render pass upon such opinionmatters. (iA) Subsequent Morgan, Lewis & Bockius LLP shall have furnished to the date of this AgreementUnderwriters its wxxxxxx xxxxxxn, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior xx xxxxsel to the date of this AgreementTransaction Entities, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, addressed to the best Underwriters and dated such Time of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related mattersDelivery, in form and substance reasonably satisfactory to the Underwriters, to the effect that: (i) The Company is duly qualified to do business as a foreign entity in Florida, Kansas, Michigan, New Jersey, Pennsylvania, South Carolina and Virginia. (ii) The Operating Partnership is validly existing and in good standing as a limited partnership under the laws of the Commonwealth of Pennsylvania, is duly qualified to do business as a foreign limited partnership in Florida, Kansas, Maryland, Michigan, Minnesota, New Jersey, North Carolina, South Carolina, Texas, Virginia and Wisconsin, and has the requisite partnership power and authority necessary to own or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement and the Prospectus, and to enter into and perform its obligations under this Agreement. The Company is the sole general partner of the Operating Partnership. To the knowledge of such counsel, the Operating Partnership Agreement is in full force and effect, and the aggregate percentage interests of the Company and the limited partners in the Operating Partnership are as set forth in the Prospectus. All of the partnership interests of the Operating Partnership have been duly and validly authorized and issued, were issued in accordance with the applicable terms of the Operating Partnership Agreement and the certificate of limited partnership of the Operating Partnership and, to the knowledge of such counsel, to the extent that such interests are owned by the Company, are owned by the Company free and clear of any adverse claims as defined in Section 8-302 of the Uniform Commercial Code.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder under this Agreement are several and not joint. The respective obligations of the Underwriters to purchase and pay for the Securities Shares are subject to each of the following terms and conditions: (a) On The Prospectus shall have been timely filed with the date Commission in accordance with Section 7(a) of this Agreement and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the ProspectusAgreement. (b) No stop order preventing or suspending the use of any preliminary prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the counsel to the Representatives. (i) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (ec) The representations and warranties of the Corporation (on behalf of itself Company, its subsidiary and the GuarantorsSelling Stockholder contained in this Agreement and the representations and warranties of the Company and its subsidiary in the certificates delivered pursuant to Section 6(d) contained herein shall be true and correct in all material respects when made and on and as of each Closing Date as if made on such date, and the Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before such Closing Date. (d) The Representatives shall have received on each Closing Date a certificate, addressed to the Representatives and dated such Closing Date, of the chief executive or chief operating officer and the chief financial officer or chief accounting officer of the Company to the effect that, and you shall be satisfied that: (i) The representations and warranties of the Company in this Agreement are true and correct in all material respects, as if made on and as of the Closing Date and the Corporation shall have performed Company has complied with all covenants the agreements and agreements herein contained satisfied all the conditions on its part to be performed on its part or satisfied at or prior to the Closing Date.; (fii) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such that purpose have been instituted or are pending before or threatened by under the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, Act; (iii) When the Corporation has performed Registration Statement became effective and at all covenants and agreements herein contained to be performed on its part at or prior times subsequent thereto up to the Closing Datedelivery of such certificate, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package Registration Statement and the Prospectus. (g) The Underwriters shall have received on , and any amendments or supplements thereto, contained all material information required to be included therein by the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation Securities Act and the Guarantors, an opinion Rules and negative assurance letter, dated the Closing Date, substantially in all material respects conformed to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on requirements of the Closing Date from Shearman & Sterling LLP, counsel for Securities Act and the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the CorporationRules, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgradingRegistration Statement, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificateany amendment or supplement thereto, dated the Closing Date, of the Vice President did not and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.does not include any untrue statement of

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Securities are subject Shares to be delivered at each Time of Delivery shall be subject, in their discretion, to the accuracy of the representations and warranties of the Company contained herein as of the date hereof and as of such Time of Delivery, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and agreements hereunder, and to the following conditionsadditional conditions precedent: (a) On If the Registration Statement as amended to date has not become effective prior to the execution of this Agreement, such registration statement shall have been declared effective not later than 11:00 a.m., Charlotte time, on the date of this Agreement and also on the Closing Date, PwC or such later date and/or time as shall have furnished been consented to by you in writing. The Prospectus and any amendment or supplement thereto shall have been filed with the Underwriters letters, dated Commission pursuant to Rule 424(b) within the respective date applicable time period prescribed for such filing and in accordance with Section 5(a) of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No this Agreement; no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act in part thereof shall have been issued and no proceedings for such that purpose shall be pending before or have been instituted, threatened or, to the knowledge of the Company and the Representative, contemplated by the Commission Commission; and any all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction. (b) Moorx & Xan Xxxxx, XXLC, counsel for the Underwriters, shall have furnished to you such opinion or opinions, dated such Time of Delivery, with respect to the incorporation of the Company, the validity of the Shares being delivered at such Time of Delivery, the Registration Statement, the Prospectus, and other related matters as you may reasonably request and which are customary, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (c) You shall have received an opinion, dated such Time of Delivery, of Smitx, Xxmbxxxx & Xussxxx, XXP, counsel for the Company in form and substance satisfactory to you and your counsel, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation under the laws of Georgia and has the corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement and the Prospectus and to enter into this Agreement and perform its obligations hereunder. (ii) The subsidiary of the Company has been duly incorporated, is validly existing as a bank under the laws of Georgia and has the corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement and the Prospectus. The subsidiary is duly qualified to transact business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which it owns or leases property, or conducts any business, so as to require such qualification, except where the failure to so qualify would not have a material adverse effect on the financial position, results of operations or business of the Company and its subsidiary. (iii) The Company's authorized, issued and outstanding capital stock is as disclosed in the Prospectus. All of the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and conform to the description of the Common Stock contained in the Prospectus. (iv) All of the issued shares of capital stock of the Company's subsidiary has been duly authorized and validly issued, are fully paid and nonassessable, and are owned beneficially by the Company. (v) The Shares have been duly authorized and, when issued and delivered against payment therefor as provided herein, will be validly issued and fully paid and nonassessable and will conform to the description of the Common Stock contained in the Prospectus. (vi) The issue and sale of the Shares being issued at such Time of Delivery and the performance of this Agreement and the consummation of the transactions herein contemplated do not conflict with, or result in a breach or violation of any of the terms or provisions of, or constitute a default under any of the following which is filed as an exhibit to the Registration Statement: any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or its subsidiary is a party or to which any of their respective properties or assets is subject, nor will such action conflict with or violate any provision of the Articles of Incorporation or Bylaws of the Company or its subsidiary or any statute, rule or regulation which in such counsel's experience is normally applicable to transactions of the type contemplated by this Agreement or to the best of counsel's knowledge any order, judgment or decree of any court or governmental agency or body having jurisdiction over the Company or its subsidiary. (vii) No consent, approval, authorization or order from, or registration, qualification or filing with, any governmental agency or body or self-regulatory organization is required for the issue and sale of the Shares or the consummation of the transactions contemplated by this Agreement, except the registration of the Shares under the Act and such as may be required under state securities or blue sky laws in connection with the offer, sale and distribution of the Shares by the Underwriters. (viii) This Agreement has been duly authorized, executed and delivered by the Company. (ix) The Registration Statement and the Prospectus and each amendment or supplement thereto (other than the financial statements and schedules and other financial information included therein, as to which such counsel need express no opinion), as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act and the rules and regulations thereunder. The descriptions in the Registration Statement and the Prospectus of statutes are accurate in all material respects and fairly present the information required to be included shown; and such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Registration Statement or Prospectus that are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required. (x) The Registration Statement is effective under the Act; any required filing of the Prospectus pursuant to Rule 424(b) has been (or will be) made in the manner and within the time period required by Rule 424(b); and to such counsel's knowledge no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and, to such counsel's knowledge, no proceedings for that purpose have been instituted or threatened or are contemplated by the Commission. (xi) The Company is not, and will not be as a result of the consummation of the transactions contemplated by this Agreement, an "investment company," or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940. Such counsel shall also state that no facts have come to their attention which lead them to believe that as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to the date hereof (other than the financial statements and related schedules therein or other financial data derived from accounting records, as to which they need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to the date hereof (other than the financial statements and related schedules therein or other financial data derived from accounting records, as to which they need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of the date hereof, either the Registration Statement or the Prospectus or otherwise) shall have been complied with any further amendment or supplement thereto made by the Company prior to the reasonable satisfaction date hereof (other than the financial statements and related schedules therein or other financial data derived from accounting records, as to which they need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the Representativescircumstances under which they were made, not misleading. In rendering any such opinion, such counsel may rely, as to matters of fact, to the extent such counsel deem proper, on certificates of responsible officers of the Company and public officials. (id) The Corporation You shall have received from Cherry, Bekaert & Holland, L.L.P. letters dated, respectively, the date of this Agreement and its subsidiaries shall not have sustained since the effective date of the most recently filed post-effective amendment to the Registration Statement and also at each Time of Delivery, in form and substance satisfactory to you, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference in the Registration Statement and the Prospectus. (e) Since the date of the latest audited financial statements included in the Pricing Disclosure PackageProspectus, neither the Company nor its subsidiary shall have sustained (i) any material loss or interference with its business their respective businesses from fire, explosion, flood flood, hurricane or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effectdecree, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other otherwise than as set forth disclosed in or contemplated by the Pricing Disclosure PackageProspectus, if or (ii) any material change, or any material development involving a prospective change (including without limitation a change in the judgment management or control of the RepresentativesCompany), in or affecting the position (financial or otherwise), results of operations, net worth or business prospects of the Company and its subsidiary, otherwise than as disclosed in or contemplated by the Prospectus (including any amendment), the effect of which, in either such change makes case, is in your judgment so material and adverse as to make it impracticable or inadvisable to consummate proceed with the purchase, sale and delivery of the SecuritiesShares being delivered at such Delivery as contemplated by the Registration Statement, as contemplated in amended as of the Prospectusdate hereof. (df) Subsequent to the execution of this Agreement, date hereof there shall not have occurred any of the following: (i) a any suspension or material limitation in trading in securities generally on the New York Stock ExchangeExchange (other than normal market breaks or cooling periods), or any setting of minimum prices for trading on such exchange, or in the Common Stock by the Commission or The Nasdaq Stock Market, Inc.; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities in New York declared by either Federal federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Statesstate authorities; (iviii) the any major outbreak or major escalation of major hostilities involving the United States or the States, declaration by the United States of a national emergency (other than with respect to natural disasters) or war; war or (v) the occurrence of any other national or international calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, emergency if the effect of any such event specified in this clause (iv) or (viii) in the your judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or purchase, sale and delivery of the sale Shares being delivered at such Time of and payment for Delivery as contemplated by the Securities on Registration Statement, as amended as of the terms and in the manner contemplated in the Prospectusdate hereof. (eg) The representations and warranties Company shall have furnished to you at such Time of Delivery certificates of officers of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and Company, satisfactory to you as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, accuracy of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained Company herein are true and correct on at and as of such Time of Delivery, as to the Closing Date, (iii) performance by the Corporation has performed Company of all covenants and agreements herein contained of its obligations hereunder to be performed on its part at or prior to such Time of Delivery, and as to such other matters as you may reasonably request, and the Closing Date, (iv) Company shall have furnished or caused to be furnished certificates as to the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as matters set forth in or contemplated by the Pricing Disclosure Packagesubsections (a) and (e) of this Section 7, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken such other matters as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III heretoyou may reasonably request. (h) The Underwriters Shares shall have received be included for listing on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinionSmallCap Market. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase and pay for the Securities are subject to the satisfaction of each of the following conditionsconditions and agreements: (a) On All of the representations and warranties of the Company contained in this Agreement shall be true and correct, or true and correct in all material respects where such representations and warranties are not qualified by materiality or Material Adverse Effect, on the date of this Agreement and also and, in each case after giving effect to the transactions contemplated hereby, on the Closing Delivery Date, PwC except that if a representation and warranty is made as of a specific date, and such date is expressly referred to therein, such representation and warranty shall be true and correct (or true and correct in all material respects, as applicable) as of such date. The Company shall have furnished performed or complied in all material respects with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by it at or prior to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the ProspectusDelivery Date. (b) No The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a) of this Agreement; no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act any part thereof shall have been issued and no proceedings proceeding for such that purpose shall be pending before have been initiated or threatened by the Commission Commission; and any requests for additional information on the part request of the Commission (to be included for inclusion of additional information in the Registration Statement or the Prospectus or otherwise) otherwise shall have been complied with to the reasonable satisfaction of the Representativesin all material respects. (ic) The Corporation All corporate proceedings and its subsidiaries shall not have sustained since other legal matters incident to the date authorization, form and validity of the latest audited financial statements included Registration Statement, the Preliminary Prospectus, the Prospectus, this Agreement and the Shares, and all other legal matters relating to the offering, issuance and sale of the Shares and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel to the Underwriters. (d) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency that would, as of the Delivery Date, prevent the issuance of the Shares or consummation of the transactions contemplated herein. Except as disclosed in the Pricing Disclosure PackageProspectus, no action, suit or proceeding shall have been commenced and be pending against or affecting or, to the knowledge of the Company, threatened against the Company before any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or arbitrator or any governmental actionbody, order agency or decree that official that, if adversely determined, could reasonably be expected to have a Material Adverse Effect; and no stop order preventing the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto. (e) The Underwriters shall have received certificates substantially in the form of Exhibit A, dated the Delivery Date, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company. (iif) since The Underwriters shall have received on the respective dates Delivery Date an opinion of Xxxxx Xxxxxxxxxx LLP, counsel to the Company, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit B hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. (g) The Underwriters shall have received on the Delivery Date an opinion of Xxxxx Xxxxxxx, Esq., General Counsel of the Company, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit D hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. (h) The Underwriters shall have received on the Delivery Date an opinion of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, counsel to the Underwriters, dated the Delivery Date and in form and substance satisfactory to the Underwriters. (i) The Underwriters shall have received a “comfort letter” from PricewaterhouseCoopers LLP, independent public accountants for the Company, dated the date of this Agreement, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. In addition, the Underwriters shall have received a “bring-down comfort letter” from PricewaterhouseCoopers LLP, dated as of which the Delivery Date, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. (j) The Underwriters shall have received a “comfort letter” from Ernst & Young LLP, independent public accountants for NCS HealthCare, Inc., dated the date of this Agreement, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. In addition, the Underwriters shall have received a “bring-down comfort letter” from Ernst & Young LLP, dated as of the Delivery Date, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. (k) All government authorizations required to be obtained by the Company, if any, in connection with the issue and sale of the Shares as contemplated under this Agreement and the performance of the Company’s obligations under this Agreement shall be in full force and effect. (l) The Underwriters shall have been furnished with wiring instructions for the application of the proceeds of the Shares in accordance with this Agreement and such other information is given as it may reasonably request. (m) Cleary, Gottlieb, Xxxxx & Xxxxxxxx, counsel to the Underwriters, shall have been furnished with such documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 7 and in order to evidence the Pricing Disclosure Packageaccuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement. (n) The Shares shall be eligible for trading on the NYSE, subject to official notice of issuance. (o) Since the Execution Time there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a wholeCompany on consolidated basis, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other otherwise than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) which is, in the reasonable judgment of the Representatives makes Xxxxxx Brothers, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the sale delivery of and payment for the Securities Shares being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (ip) Subsequent to the date execution and delivery of this Agreement, Agreement (i) no downgrading shall have occurred in the corporate or issuer rating accorded the Corporation’s debt securities or preferred stock Company by any “nationally recognized statistical rating organization,” ”, as that term is defined in Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) of the Securities Act and (ii) no such organization shall have publicly announced or notified the Company in writing that it has under surveillance or review, with possible negative implications, its corporate or issuer rating of the Company. (q) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange Actor the Nasdaq National Market or trading in any securities of the Company on any exchange, nor shall there have been suspended, the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States, or there shall have been a presidential declaration of a national emergency or a declaration of war by the United States, or (iv) there shall have occurred a material adverse change in general domestic or international economic, political or financial conditions, including, without limitation, as a result of terrorist activities, or the effect of international conditions on the financial markets in the United States shall be such, as to make it in the reasonable judgment of Xxxxxx Brothers, impracticable or inadvisable to proceed with the public announcement, beyond what it had announced prior to offering or delivery of the Shares being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus. (r) By the date of execution and delivery of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock the Company shall have furnished to the Representatives each of the Corporation letters required to be furnished under Section 7(z) of the underwriting agreement of even date herewith among the Company, Omnicare Capital Trust I and the underwriters named therein to such underwriters in connection with the offer and sale of $250,000,000 aggregate liquidation amount of Trust Preferred Income Equity Redeemable Securities. The documents required to be delivered by this Section 7 will be delivered at the office of counsel for the Company (or at such other than an announcement with positive implication of a possible upgrading, location agreed to between the Company and no implication of a possible downgrading of such rating). (jthe Underwriters) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Delivery Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations obligation of the Underwriters hereunder Underwriter to purchase and pay for sell the Securities are Shares on a best efforts basis as provided herein shall be subject to the accuracy of the representations and warranties of the Company, as of the date hereof, to the performance by the Company of its obligations hereunder, and to the satisfaction of the following additional conditions: (a) On the date of this Agreement and also on the Closing Date, PwC shall have furnished Subsequent to the Underwriters letters, dated the respective date of delivery thereof, in form Effective Date and substance reasonably satisfactory prior to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No stop order suspending the effectiveness termination of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such purpose shall be pending before or threatened by the Commission and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives. (i) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Packageoffering, there shall not have been occurred any change, or any development involving a prospective change, which materially and adversely affects the Company's condition (financial or otherwise), earnings, operations, properties, business or business prospects from that set forth in the equity interestsRegistration Statement or Prospectus, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of businesswhich, in the case of either clause (i) or this clause (ii)Underwriter's sole judgment, other than as set forth in or contemplated by the Pricing Disclosure Packageis material and adverse and that makes it, if in the judgment of the RepresentativesUnderwriter's sole judgment, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or of the sale of Shares as contemplated by the Prospectus and payment for the Securities on the terms and in the manner contemplated in the Prospectusthis Agreement. (eb) The representations All corporate proceedings and warranties other legal matters in connection with this Agreement, the form of Registration Statement and the Prospectus, and the registration, authorization, issue, sale and delivery of the Corporation Shares shall have been reasonably satisfactory to Underwriter's counsel, and Underwriter's counsel shall have been furnished with such papers and information as it may reasonably have requested to enable it to pass upon the matters referred to in this Section. (on behalf c) Upon execution of itself and this Agreement, the Guarantors) contained herein Underwriter shall be true and correct on and have received the opinion of Dorsey & Whitney LLP, counsel for the Company, dated as of the Closing Date date ox xxxx Agxxxxxxx, satisfactory in form and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior substance to the Closing DateUnderwriter and Underwriter's counsel, to the effect that: (i) The Company has been duly incorporated and is validly existing as a cooperative in good standing under the laws of the jurisdiction of its incorporation. (fii) The Underwriters shall Shares to be issued by the Company pursuant to the terms of this Agreement have received on been duly authorized and, upon issuance and delivery against payment therefor will be duly and validly issued and fully paid and non-assessable. (iii) The Company has the Closing Date a certificaterequisite power and authority to issue, dated sell and deliver the Closing Date, of Shares to be issued and sold by it. (iv) The Registration Statement has become effective under the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certifySecurities Act and, to the best of such officer’s knowledge after reasonable investigationcounsel's knowledge, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings proceeding for such that purpose are has been instituted or is pending before or threatened under the Securities Act. (v) The Registration Statement and the Prospectus, and each amendment thereof or supplement thereto (other than the financial statements, including the notes thereto and the supporting schedules, and other financial, numerical, statistical and accounting data derived therefrom, as to which such counsel need express no opinion), comply as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations. (vi) A statement of fact (but not an opinion) that, on the basis of information obtained as a result of discussions and meetings with directors, officers and other employees and Underwriters of the Company, discussions with the independent public accountants for the Company in connection with the preparation of the Registration Statement and the Prospectus, and the examination of other information and documents requested by such counsel, nothing has come to such counsel's attention that has caused them to believe that the CommissionRegistration Statement and any amendment thereof, at the time it became effective and at all times subsequent thereto up to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus, and any amendment or supplement thereto, at the first date of its issuance, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may further state that in making the foregoing comments, such counsel does not intend them to include or cover the financial statements and notes thereto and related schedules and other financial, numerical, statistical and accounting data contained or omitted from the Registration Statement and any amendment or supplement thereto and the Prospectus. Counsel rendering the foregoing opinion may rely as to questions of law not involving the laws of the United States or the state of Minnesota upon opinions of local counsel, and, as to questions of fact, upon representations or certificates of officers of the Company and of government officials, in which case its opinion is to state the extent of such reliance. Copies of any opinion, representation or certificate so relied upon shall be delivered to the Underwriter and to Underwriter's counsel. (iid) The Underwriter shall have received from Briggs and Morgan, Professional Association, Underwriter's counsel, sxxx xxinion xx xxinions as the Underwriter may reasonably require, dated as of the date of this Agreement, which are satisfactory in form and substance to the Underwriter, with respect to the sufficiency of corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to Underwriter's counsel such documents as it may have requested for the purpose of enabling it to pass upon such matters. In connection with such opinion, as to matters of fact relevant to conclusions of law, Underwriter's counsel may rely, to the extent that it deems proper, upon representations or certificates of public officials and of responsible officers of the Company. (e) At the time of execution of this Agreement, the Underwriter shall have received from the Company a certificate, dated the date of such execution, of the principal executive officer and the principal financial or accounting officer of the Company, to the effect that: (i) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein Company in this Agreement are true and correct as if made on and as of the Closing Datedate of the certificate, (iii) and the Corporation Company has performed complied with all covenants the agreements and agreements herein contained satisfied all the conditions on its part to be performed on its part at or prior satisfied under this Agreement; and (ii) No stop order or other order suspending the effectiveness of the Registration Statement or any amendment thereof or the qualification of the Shares for offering or sale have been issued, and no proceedings for that purpose have been instituted or, to the Closing Datebest of their knowledge, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or are contemplated by the Pricing Disclosure Package, and Commission or any state or regulatory body. (vf) since Subsequent to the respective dates as of which information is given in the Pricing Disclosure PackageRegistration Statement and the Prospectus, the Company has not incurred any material liabilities or material obligations, direct or contingent, or entered into any material transactions, not in the ordinary course of business consistent with past practice, and except as disclosed in the Prospectus, there has not been any changechange in the capital stock, or any material increase in the short-term debt or long-term debt, or in the issuance of options, warrants, convertible securities or other rights to purchase the capital stock, of the Company, or any material adverse change or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, (whether or not arising in the ordinary course of business) in the general affairs, other than as set forth in condition (financial or contemplated by otherwise), business, key personnel, property, prospects, net worth or results of operations of the Pricing Disclosure Package and the ProspectusCompany. (g) The Underwriters Dorsey & Whitney LLP shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially deliver to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of Underwriter a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance Blue Sky Memoxxxxxx reasonably satisfactory to the UnderwritersUnderwriter confirming that all requisite actions for the offer and sale of the Shares in all jurisdictions requested by the Underwriter have been taken. The Underwriter may waive in writing the performance of any one or more of the conditions specified in this Section or extend the time for their performance. If any of the conditions specified in this Section shall not have been fulfilled when and as required by this Agreement to be fulfilled and if the fulfillment of said condition has not been waived by the Underwriter, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. Any such cancellation shall be without liability of the Underwriter to the Company and shall not relieve the Company of its obligations under Section 4(a) hereof. Notice of such cancellation shall be given to the Company as specified in Section II.

Conditions of the Underwriters’ Obligations. The obligations of ------------------------------------------- the Underwriters under this Agreement are several and not joint. The respective obligations of the Underwriters hereunder to purchase and pay for the Securities Shares are subject to each of the following terms and conditions: (a) On The Prospectus shall have been timely filed with the date Commission in accordance with Section 7(a) of this Agreement and also on the Closing Date, PwC shall have furnished to the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the ProspectusAgreement. (b) No stop order preventing or suspending the use of any preliminary prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the counsel to the Representatives. (i) The Corporation and its subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (ec) The representations and warranties of the Corporation (on behalf of itself Company, its subsidiaries and the GuarantorsSelling Stockholders contained in this Agreement and the representations and warranties of the Company and its subsidiaries in the certificates delivered pursuant to Section 6(d) contained herein shall be true and correct in all material respects when made and on and as of each Closing Date as if made on such date, and the Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before such Closing Date. (d) The Representatives shall have received on each Closing Date a certificate, addressed to the Representatives and dated such Closing Date, of the chief executive or chief operating officer and the chief financial officer or chief accounting officer of the Company to the effect that, and you shall be satisfied that: (i) The representations and warranties of the Company in this Agreement are true and correct in all material respects, as if made on and as of the Closing Date and the Corporation shall have performed Company has complied with all covenants the agreements and agreements herein contained satisfied all the conditions on its part to be performed on its part or satisfied at or prior to the Closing Date.; (fii) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such that purpose have been instituted or are pending before or threatened by under the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, Act; (iii) When the Corporation has performed Registration Statement became effective and at all covenants times subsequent thereto up to the delivery of such certificate, the Registration Statement and agreements herein the Prospectus, and any amendments or supplements thereto, contained all material information required to be performed on its part at or prior included therein by the Securities Act and the Rules and in all material respects conformed to the Closing requirements of the Securities Act and the Rules, the Registration Statement, and any amendment or supplement thereto, did not and does not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Prospectus, and any amendment or supplement thereto, did not and does not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, since the Effective Date, there has occurred no event required to be set forth in an amended or supplemented Prospectus which has not been so set forth; and (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected Subsequent to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure PackageRegistration Statement and Prospectus, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or (a) any material adverse change in the general affairscondition (financial or otherwise), managementearnings, financial positionoperations, stockholders’ equity business or results of operations business prospects of the Corporation Company and its subsidiaries, taken as a whole, whether or not arising (b) any transaction that is material to the Company and its subsidiaries, taken as a whole, except transactions entered into in the ordinary course of business, other than (c) any obligation, direct or contingent, that is material to the Company and its subsidiaries, taken as set forth in or contemplated a whole, incurred by the Pricing Disclosure Package Company or its subsidiaries, except obligations incurred in the ordinary course of business, (d) any change in the capital stock or outstanding indebtedness of the Company or its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, (e) any dividend or distribution of any kind declared, paid or made on the Prospectuscapital stock of the Company or its subsidiaries, or (f) any loss or damage (whether or not insured) to the property of the Company or its subsidiaries which has been sustained or will have been sustained which has a material adverse effect on the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries, taken as a whole. (ge) The Underwriters Representatives shall have received on the Closing Effective Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the each Closing Date a certificate, signed letter from PricewaterhouseCoopers LLP addressed to the Representatives and dated the Effective Date, and each such Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Rules, and shall: (i) represent that they are independent auditors with respect to the Company within the meaning of the Securities Act and the applicable published Rules; (ii) set forth their opinion with respect to their examination of the balance sheet of the Company as of June 30, 1999 and related statements of operations, stockholders' equity, and cash flows for the twelve (12) months ended June 30, 1999; (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for the first-quarter period ended March 31, 1999 (the "Quarterly Financial Statements"); (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented; and (v) address other matters agreed upon by PricewaterhouseCoopers LLP and you. In addition, you shall have received from PricewaterhouseCoopers LLP a letter addressed to the Company and made available to you for the use of the Underwriters stating that their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's financial statements as of June 30, 1999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses. References to the Registration Statement and the Prospectus in this paragraph (e) are to such documents as amended and supplemented at the date of the letter. (f) The Representatives shall have received on each Closing Date from Xxxx Xxxx Xxxx & Friedenrich LLP, counsel for the Company, an opinion, addressed to the Representatives and dated such Closing Date, in the form attached hereto as Annex A. ------- To the extent deemed advisable by such counsel, they may rely as to matters of fact on certificates of responsible officers of the Company and public officials and on the opinions of other counsel satisfactory to the Representatives as to matters which are governed by laws other than the laws of the State of California, the General Corporation Law of the State of Florida and the Federal laws of the United States. Copies of such certificates and other opinions shall be furnished to the Representatives and counsel for the Underwriters. In addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the Representatives and representatives of the independent certified public accountants of the Company, at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus (except as specified in the foregoing opinion), on the basis of the foregoing, no facts have come to the attention of such counsel which lead such counsel to believe that the Registration Statement at the time it became effective (except with respect to the financial statements and notes and schedules thereto and other financial data, as to which such counsel need express no belief) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as amended or supplemented (except with respect to the financial statements and notes schedules thereto and other financial data, as to which such counsel need make no statement) on the date thereof contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) All proceedings taken in connection with the sale of the Firm Shares and the Option Shares as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and their counsel. (h) The Representatives shall have received on each Closing Date, a certificate addressed to each representative, and dated such Closing Date, of the chief executive officer or president of the Company's subsidiaries to the effect that the financial statements of the Company's subsidiaries (the "Subsidiaries Financial Statements") (i) are in accordance with the books and records of the Company, on a consolidated basis (the "Consolidated Company") (ii) are true, correct and complete and present fairly the financial condition of the Consolidated Company, at the date or dates therein indicated and the results of operations for the period or periods therein specified, (iii) disclose all of the Consolidated Company's material debts, liabilities and obligations of any nature, whether due or to become due, owing to the operations of the subsidiaries, as of their respective dates (including, without limitation, absolute liabilities, accrued liabilities and contingent liabilities) to the extent such debts, liabilities and obligations are required to be disclosed in accordance with generally accepted accounting principles, and (iv) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis, except for the omission of notes thereto and normal year-end adjustments.

Conditions of the Underwriters’ Obligations. The respective obligations of the Underwriters hereunder to purchase and pay for the Securities are subject to the accuracy, when made and on each Delivery Date, of the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) On The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a)(i); the Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with; and the Commission shall not have notified the Company of any objection to the use of the form of the Registration Statement. (b) No Underwriter shall have discovered and disclosed to the Company on or prior to such Delivery Date that the Registration Statement, the Prospectus or the Pricing Disclosure Package, or any amendment or supplement thereto, contains an untrue statement of a fact which, in the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Stock, the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus, and all other legal matters relating to this Agreement and also on the Closing transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) At the Delivery Date, PwC Shartsis Fxxxxx LLP shall have furnished to the Representative its written opinion and negative assurance letter, as counsel to the Company, addressed to the Underwriters letters, and dated the respective date of delivery thereofsuch Delivery Date, in form and substance reasonably satisfactory to the Representative, substantially in the form attached hereto as Exhibit B-1. (e) At the Delivery Date, Sxxxxx Xxxxxx, Chief Legal Officer of the Company shall have furnished to the Representative a certificate with respect to intellectual property and other matters, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Representative, substantially in the form attached hereto as Exhibit B-2. (f) At the Delivery Date, the Representative shall have received from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Underwriters, as such opinion or opinions, dated such Delivery Date, with respect to financial information included in the issuance and sale of the Stock, the Registration Statement, the Prospectus and the Pricing Disclosure Package and other related matters as the ProspectusRepresentative may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (bg) At the time of execution of this Agreement, the Representative shall have received from BDO USA, LLC a letter, in form and substance satisfactory to the Representative, addressed to the Underwriters and dated the date hereof (i) confirming that they are independent registered public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent Preliminary Prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (h) With respect to the letter of BDO USA, LLC referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Representative a letter (the “bring-down letter”) of such accountants, addressed to the Underwriters and dated such Delivery Date (i) confirming that they are independent registered public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter. (i) The Company shall have furnished to the Representative a certificate, dated such Delivery Date, of its Chief Executive Officer and its Chief Financial Officer stating that: (i) The representations, warranties and agreements of the Company in Section 1 are true and correct on and as of such Delivery Date, and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Delivery Date; (ii) No stop order suspending the effectiveness of the Registration Statement has been issued; no proceedings or examination for that purpose have been instituted or, to the knowledge of such officers, threatened; and the Commission has not notified the Company of any objection to the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such purpose shall be pending before or threatened by the Commission and any requests for additional information on the part form of the Commission (to be included in the Registration Statement or any post-effective amendment thereto; and (iii) They have carefully examined the Registration Statement, the Prospectus and the Pricing Disclosure Package, and, in their opinion, (A) (1) the Registration Statement, as of the Effective Date, (2) the Prospectus, as of its date and on the applicable Delivery Date, or (3) the Pricing Disclosure Package, as of the Applicable Time, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances under which they were made) not misleading, and (B) since the Effective Date, no event has occurred that is required to be set forth in a supplement or amendment to the Registration Statement, the Prospectus or otherwise) shall have any Issuer Free Writing Prospectus that has not been complied with to the reasonable satisfaction of the Representatives.so set forth; (ij) The Corporation and Neither the Company nor any of its subsidiaries shall not have sustained sustained, since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure Packagemost recent Preliminary Prospectus, (i) any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and or (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, such date there shall not have been any change in the capital stock, long-term debt or short-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the equity interestscondition (financial or otherwise), capital stock results of operations, stockholders’ equity, properties, management, business or long-term debt prospects of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation Company and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results effect of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of businesswhich, in the any such case of either described in clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Packageis, if in the reasonable judgment of the RepresentativesRepresentative, any such change makes it impracticable or inadvisable so material and adverse as to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes make it impracticable or inadvisable to proceed with the public offering or the sale delivery of and payment for the Securities Stock being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus. (ek) The representations Subsequent to the execution and warranties delivery of this Agreement there shall not have occurred any of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that following: (i) no stop order suspending trading in securities generally on the effectiveness New York Stock Exchange, The Nasdaq Global Market or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Registration Statement has Company on any exchange or in the over-the-counter market, shall have been issued and no proceedings for suspended or materially limited or the settlement of such purpose are pending before trading generally shall have been materially disrupted or threatened minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Datea banking moratorium shall have been declared by federal or state authorities, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or prior to there shall have been a declaration of a national emergency or war by the Closing Date, United States or (iv) the Corporation and its subsidiaries there shall have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute occurred such a material adverse change to the Corporation and its subsidiaries taken in general economic, political or financial conditions, including, without limitation, as a whole, result of terrorist activities after the date hereof (or any material adverse change the effect of international conditions on the financial markets in the general affairsUnited States shall be such), managementas to make it, financial position, stockholders’ equity or results of operations in the reasonable judgment of the Corporation Representative, impracticable or inadvisable to proceed with the public offering or delivery of the Stock being delivered on such Delivery Date on the terms and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth manner contemplated in or contemplated by the Pricing Disclosure Package and the Prospectus. (gl) The Underwriters Nasdaq Global Market shall have received on approved the Closing Date from Xxxxxxxxx LLPStock for listing, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially subject only to the effect as set forth in Schedule III heretoofficial notice of issuance. (hm) The Underwriters shall have received Lock-Up Agreements between the Representative and the executive officers and directors of the Company set forth on the Closing Date from Shearman & Sterling LLPSchedule 2, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory delivered to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to Representative on or before the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance in full force and settlement through DTC. (l) On the date of effect on such Delivery Date. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement and also on shall be deemed to be in compliance with the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters hereunder to purchase and pay for the Firm Securities are shall be subject to the accuracy of the representations and warranties of the Company contained herein as of the date hereof, and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, the accuracy of the statements of the Company's officers made pursuant to the provisions hereof, the performance by the Company of its covenants and agreements hereunder and the following additional conditions: (a) On If the Original Registration Statement has not been declared effective as of the time of execution hereof, the Original Registration Statement shall have been declared effective not later than 11:00 A.M., Eastern Time, on the business day after the date of this Agreement hereof, or such later time and also on the Closing Date, PwC date as shall have furnished been consented to by the Underwriters lettersRepresentative; if required, dated the respective date of delivery thereof, Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in form and substance reasonably satisfactory to the Underwriters, as to financial information included in the Pricing Disclosure Package and the Prospectus.the (b) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act The Representative shall have been issued and no proceedings received an opinion, dated the Firm Closing Date, of Vinsxx & Xlkixx X.X.P., counsel for such purpose shall be pending before or threatened by the Commission and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with Company, to the reasonable satisfaction of the Representatives.effect that: (i) The Corporation the Company and each of its subsidiaries shall (the "Subsidiaries") have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified is not have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected likely to have a Material Adverse Effect, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package, there shall not have been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the Representatives, any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Securities, as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading the Company and each of the Subsidiaries have the corporate power to own or lease their respective properties and conduct their respective businesses as described in the Corporation’s securities on Registration Statement and the New York Stock ExchangeProspectus, and the Company has the corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) issued and outstanding shares of capital stock of each of the outbreak or escalation of major hostilities involving the United States or the declaration Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the United States of a national emergency or war; or (v) the occurrence Company free and clear of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein shall be true and correct on and as of the Closing Date and the Corporation shall have performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity security interests, capital stock liens, encumbrances or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel for the Corporation and the Guarantors, an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to the Underwriters.claims;

Conditions of the Underwriters’ Obligations. The Underwriters' obligations of the Underwriters hereunder to purchase and pay for the Securities Shares are subject (as of the date hereof, the Closing Time and the Option Exercise Time) to the accuracy of and compliance with the representations and warranties of the Company herein and in each certificate and document contemplated under this Agreement to be delivered, to the performance by the Company of its covenants and agreements hereunder and under each such certificate and document, and to the following additional conditions: (ai) On The Registration Statement shall have become effective not later than 5:00 p.m., Detroit time, on the date of this Agreement Agreement, or at such later time or on such later date as you may agree to in writing; (ii) if required, the Prospectus shall have been filed with the Commission pursuant to Rule 424(b)(1) or (4) of the Rules and also on Regulations within the applicable time period prescribed for such filing thereunder and in accordance with the provisions of Section 7(b) hereof; (iii) at or prior to the Closing Date, PwC shall have furnished to Time or the Underwriters letters, dated the respective date of delivery thereof, in form and substance reasonably satisfactory to the UnderwritersOption Exercise Time, as to financial information included in the Pricing Disclosure Package and the Prospectus. (b) No case may be, no stop order suspending the effectiveness of the Registration Statement or the use qualification or registration of the Prospectus Shares under the Securities Act Blue Sky laws of any jurisdiction shall have been issued and no proceedings proceeding for such that purpose shall have been initiated or shall be pending before threatened or threatened contemplated by the Commission and or the authorities of any requests such jurisdiction; (iv) any request for additional information on the part of the Commission or any such authorities shall have been complied with to the satisfaction of the Commission or such authorities and to the reasonable satisfaction of Counsel for the Underwriters; (v) the NASD, upon review of the terms of the public offering of Shares, shall not have objected to be included such offering, such terms, or the Underwriters' participation in the same; and (vi) after the date hereof, no amendment or supplement to the Registration Statement or the Prospectus shall have been filed without your prior consent. (b) You shall not have advised the Company that the Registration Statement or the Prospectus or otherwise) shall have been complied any amendment thereof or supplement thereto, in your reasonable judgment after conferring with Counsel for the Underwriters, contains an untrue statement of a fact which is material or omits to state a fact which is material and is required to be stated therein or is necessary to make the reasonable satisfaction statements therein, in the light of the Representativescircumstances under which they were made, not misleading. (ic) The Corporation and its subsidiaries shall not have sustained since Between the date time of the latest audited financial statements included in execution and delivery of this Agreement and the Pricing Disclosure PackageClosing Time or the Option Exercise Time, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that could reasonably be expected to have a Material Adverse Effect, and (ii) since as the respective dates as of which information is given in the Pricing Disclosure Packagecase may be, there shall not have been be no litigation instituted against the Company, any changeSubsidiary, any of their officers or directors or the Selling Stockholder, and between such dates there shall be no proceeding instituted or threatened against the Company, any development involving a prospective changeSubsidiary, any of their officers or directors or the Selling Stockholder, before or by any federal, state, county or local commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in the equity interestswhich litigation or proceeding an unfavorable ruling, capital stock decision or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a wholefinding would, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, in the case of either clause (i) or this clause (ii), other than as set forth in or contemplated by the Pricing Disclosure Package, if in the judgment of the RepresentativesUnderwriters, any such change makes it impracticable have a Material Adverse Effect or inadvisable to consummate would materially and adversely affect the sale and delivery ability of the Securities, as contemplated in Company or the ProspectusSelling Stockholder to perform their obligations under this Agreement. (d) Subsequent to the execution of this Agreement, there shall not have occurred any Each of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Corporation’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Securities on the terms and in the manner contemplated in the Prospectus. (e) The representations and warranties of the Corporation (on behalf of itself Company and the Guarantors) Selling Stockholder contained herein and in each certificate and document contemplated under this Agreement to be delivered shall be true and correct on and as of at the Closing Date Time and the Corporation shall have performed Option Exercise Time as if made at the Closing Time or the Option Exercise Time, as the case may be, and all covenants and agreements herein contained herein, and in each such certificate and document, to be performed on its the part of the Company and all conditions contained herein and in each such certificate and document to be fulfilled or complied with by the Company at or prior to the Closing DateTime or the Option Exercise Time, as the case may be, shall have been duly performed, fulfilled or complied with. (fe) The Underwriters shall have received on At the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President or any Vice President of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation Time and the GuarantorsOption Exercise Time, that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose are pending before or threatened by the Commission, (ii) the representations and warranties of the Corporation (on behalf of itself and the Guarantors) contained herein are true and correct on and as of the Closing Date, (iii) the Corporation has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date, (iv) the Corporation and its subsidiaries have not sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, other than as set forth in or contemplated by the Pricing Disclosure Package, and (v) since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change, or any development involving a prospective change, in the equity interests, capital stock or long-term debt of the Corporation or any of its subsidiaries that would constitute a material adverse change to the Corporation and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position, stockholders’ equity or results of operations of the Corporation and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus. (g) The Underwriters shall have received on the Closing Date from Xxxxxxxxx LLP, counsel Counsel for the Corporation and the Guarantors, Company shall furnish to you an opinion and negative assurance letter, dated the Closing Date, substantially to the effect as set forth in Schedule III hereto. (h) The Underwriters shall have received on the Closing Date from Shearman & Sterling LLP, counsel for the Underwriters, an opinion and negative assurance letter in form satisfactory to the Underwriters, dated the Closing Date, with respect to the Corporation, the Guarantors, the Securities and this Agreement as well as such other related matters as the Underwriters may reasonably request. The negative assurance letter shall include language substantially to the effect of the penultimate paragraph of Schedule III hereto. The Corporation and the Guarantors shall have furnished to such counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to render such opinion. (i) Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Corporation’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Corporation (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the Vice President and Treasurer of the Corporation, which shall certify, to the best of such officer’s knowledge after reasonable investigation, on behalf of the Corporation and the Guarantors, a list of the Material Subsidiaries (as that term is defined in the Revolving Credit Agreement dated as of November 16, 2018 (as restated, amended, modified, supplemented and in effect from time to time), among the Corporation, Barclays Bank PLC, as Administrative Agent, and the lenders thereto). (k) The Securities shall be eligible for clearance and settlement through DTC. (l) On the date of this Agreement and also on the Closing Date, the Underwriters shall have received from the Chief Financial Officer of the Corporation a certificate with respect to certain financial information included in the Pricing Disclosure Package and the Prospectus and related matters, in form and substance reasonably satisfactory to you and Counsel to the Underwriters, dated as of the date of its delivery, to the effect that: (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. The Company has the power and authority (corporate, governmental, regulatory and otherwise) and has or will have all necessary Authorizations to own or lease all of the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus, except where the failure to have any Authorization would not have a Material Adverse Effect. The Company is duly licensed or qualified to do business and in good standing as a foreign corporation in all jurisdictions (i) in which the nature of the activities conducted by the Company requires such qualification and (ii) in which the Company owns or leases real property, except where the failure to be so licensed or qualified would not have a Material Adverse Effect. The Subsidiaries are the only subsidiaries of the Company. (ii) The Bank is a bank duly organized, validly existing and in good standing under the federal Home Owners' Loan Act. The deposit accounts of the Bank are insured up to applicable limits under the SAIF and, to the knowledge of such counsel, no