Common use of Covenants and Agreements Clause in Contracts

Covenants and Agreements. The Company further covenants and agrees with each Underwriter that: (a) The Company will: (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) the institution, threatening or contemplation of any proceeding for any purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof. (e) The Company will make generally available to the Company’s securityholders and to the Underwriters as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus. (g) The Company agrees to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on the Closing Date, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatof the Underwriters: (a) The That the Company will:will furnish without charge to the Underwriters a copy of the Registration Statement, including all documents incorporated by reference therein and exhibits filed with the Registration Statement (other than exhibits which are incorporated by reference and have previously been so furnished), and, during the period mentioned in paragraph (c) below, as many written and electronic copies of the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, any documents incorporated by reference therein at or after the date thereof (including documents from which information has been so incorporated) and any supplements and amendments thereto as each Underwriter may reasonably request; (b) That the Company will cause the Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) and will promptly advise the Underwriters (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless shall have been filed; provided that, with respect to documents filed pursuant to the 1934 Act and incorporated by reference into the Registration Statement, such notice shall only be required during such time as the Underwriters previously have been advised of, and furnished with a copy within a are required in the reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations opinion of the CommissionRepresentatives, promptly upon request by the Representative or based on advice of Hunton & Xxxxxxxx LLP, counsel for the Underwriters, any amendments to the Registration Statement deliver a prospectus (or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicablelieu thereof, the Underwritersnotice referred to in Rule 173(a) under the 1933 Act), promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to of any request by the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or Commission for any amendment or supplement thereto as of the Representative may reasonably request; and Registration Statement, (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto the institution or any order preventing or suspending the use threatening of any Preliminary Prospectus proceeding for that purpose or pursuant to Section 8A of the Prospectus 1933 Act against the Company or any Free Writing Prospectus or any amendment or supplement theretorelated to the offering, (xiv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Bonds for offering or sale in any jurisdiction, (y) jurisdiction or the institution, initiation or threatening or contemplation of any proceeding for such purpose, and (v) of the receipt by the Company of any purpose identified notice from the Commission pursuant to Rule 401(g)(2) of the 1933 Act. So long as any Underwriter is required in the preceding clause (w) or (x) or pursuant to Section 8A reasonable opinion of the Securities Representatives, based on advice of Hunton & Xxxxxxxx LLP, to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), or (z) the Company will not file any request made by the Commission for amending amendment to the Registration Statement, for amending Statement or supplementing supplement to the Preliminary Prospectus or the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as which the Representatives or Hunton & Xxxxxxxx LLP shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, have reasonably objected in writing and the Company shall maintain furnish one copy of every such qualifications in effect for so long as may be necessary in order amendment or supplement to complete the placement each of the Securities; provided, however, that the Company shall not be obliged Representatives and to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with Hunton & Xxxxxxxx LLP. If the Commission or retained by shall issue a stop order suspending the Company under Rule 433; provided that the prior written consent effectiveness of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package Company will take such steps to obtain the lifting of that order as promptly as practical. If the Company receives a notice from the Commission pursuant to Rule 401(g)(2) of the 1933 Act, the Company will promptly take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Prospectus. IfBonds by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement); (c) That if, at any time prior to when in the later reasonable opinion of the Closing Date and Representatives, based on advice of Hunton & Xxxxxxxx LLP, the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including information in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the ProspectusProspectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required by law to be delivered by an Underwriter or a dealer, any event shall occur as then amended or supplemented, would include any untrue statement a result of a material fact or omit to state any material fact necessary in order to make the statements thereinwhich it is necessary, in the light reasonable opinion of the circumstances under which they were madeRepresentatives, not misleadingbased on advice of Hunton & Xxxxxxxx LLP, or if counsel for any other reason it shall be necessary at any time the Company, to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with or modify the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary information incorporated by reference therein in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, existing when the Company will notify promptly the Underwriters so that any use of information in the Pricing Disclosure Package or the Prospectus may cease until (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is delivered to a purchaser, not misleading, or if it is amended shall be necessary in the reasonable opinion of any such counsel, to amend or supplemented. The foregoing two sentences do not apply to statements in or omissions from supplement the Pricing Disclosure Package or the Prospectus based or modify such information to comply with law, the Company will forthwith (i) prepare and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to whom Bonds may have been sold by the Underwriters and to any other dealers upon reasonable request, either amendments or supplements to the Pricing Disclosure Package or the Prospectus or (ii) file with the Commission documents incorporated by reference in the Pricing Disclosure Package and Prospectus, which shall be so supplied to the Underwriters and such dealers, in either case so that the statements in the Pricing Disclosure Package or the Prospectus as so amended, supplemented or modified will not, in light of the circumstances when the information in the Pricing Disclosure Package or the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package and the Prospectus will comply with law; (d) That the Company will endeavor to qualify, at its expense, the Bonds for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request and to pay all filing fees, reasonable expenses and legal fees in connection therewith and in conformity connection with written information furnished to the determination of the eligibility for investment of the Bonds; provided that the Company by shall not be required to qualify as a foreign limited liability company or a dealer in securities or to file any Underwriter specifically for use therein, it being understood and agreed that consents to service of process under the only such information furnished by or on behalf laws of any Underwriter consists of the information described as such in Section 7(b) hereof.jurisdiction; (e) The That the Company will make generally available to its security holders and the Company’s securityholders and to holders of the Underwriters Bonds as soon as practicable an earnings statement that satisfies of the Company covering a twelve-month period beginning after the Closing Date which shall satisfy the provisions of Section 11(a) of the Securities Act, 1933 Act and the rules and regulations of the Commission thereunder (including Rule 158 thereunder. If under the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e0000 Xxx).; and (f) The Company will apply That during the net proceeds from period beginning on the sale date of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package this Agreement and the Prospectus. (g) The Company agrees continuing to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on including the Closing Date, the Company will notnot offer, sell, contract to sell or otherwise distribute any bonds, any security convertible into or exchangeable into or exercisable for bonds or any other debt securities substantially similar to the Bonds (except for the Bonds issued pursuant to this Agreement) without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performanceRepresentatives.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatof the Underwriters: (a) The That the Company will:will furnish without charge to the Underwriters a copy of the Registration Statement, including all documents incorporated by reference therein and exhibits filed with the Registration Statement (other than exhibits which are incorporated by reference and have previously been so furnished), and, during the period mentioned in paragraph (c) below, as many written and electronic copies of the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, any documents incorporated by reference therein at or after the date thereof (including documents from which information has been so incorporated) and any supplements and amendments thereto as each Underwriter may reasonably request; (b) That the Company will cause the Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) and will promptly advise the Underwriters (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless shall have been filed; provided, that, with respect to documents filed pursuant to the Exchange Act and incorporated by reference into the Registration Statement, such notice shall only be required during such time as the Underwriters previously have been advised of, and furnished with a copy within a are required in the reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations opinion of the CommissionRepresentatives, promptly upon to deliver a prospectus (or the notice referred to in Rule 173(a) under the Securities Act), (ii) of any request by the Representative or counsel Commission for the Underwriters, any amendments to amendment of the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with lawStatement, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto the institution or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) the institution, threatening or contemplation of any proceeding for any that purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities ActAct against the Company or related to the offering, or and (ziv) any request made of the receipt by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, notification with respect to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states suspension of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement qualification of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer Notes for sale in any jurisdiction or to subject itself to taxation the initiation or threatening of any proceeding for such purpose. So long as any Underwriter is required in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent reasonable opinion of the RepresentativeRepresentatives to deliver a prospectus (or the notice referred to in Rule 173(a) under the Securities Act), and each Underwriter, severally and not jointly, agrees with the Company that, will not file any amendment to the Registration Statement or supplement to the Preliminary Prospectus or the Prospectus unless it the Company has obtained furnished one copy of such amendment or will obtain, as the case may be, the prior written consent supplement to each of the CompanyRepresentatives and to Debevoise & Xxxxxxxx LLP, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus and, if such amendment or that would otherwise constitute a Free Writing Prospectus required supplement is to be filed by on or prior to the Company with Closing Date, or under circumstances where the Underwriters are required in the reasonable opinion of the Representatives, to deliver a prospectus (or the notice referred to in Rule 173(a) under the Securities Act), the Representatives, shall not reasonably have objected thereto. If the Commission or retained by shall issue a stop order suspending the Company under Rule 433; provided that the prior written consent effectiveness of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and Company will take such steps to obtain the Prospectus. Iflifting of that order as in the best judgment of the Company are not contrary to the interests of the Company; (c) That if, at any time prior to when in the later opinion of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, Representatives the Pricing Disclosure Package or the ProspectusProspectus (or the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered by an Underwriter or a dealer, any event shall occur as then amended or supplemented, would include any untrue statement a result of a material fact or omit to state any material fact necessary in order to make the statements thereinwhich it is necessary, in the light opinion of the circumstances under which they were madeRepresentatives or counsel for the Company, not misleading, or if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with or modify the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary information incorporated by reference therein in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of existing when the Pricing Disclosure Package or the Prospectus may cease until (or the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is amended shall be necessary in the opinion of the Representatives, to amend or supplemented. The foregoing two sentences do not apply to statements in or omissions from supplement the Pricing Disclosure Package or the Prospectus based or modify such information to comply with law, the Company will forthwith (i) prepare and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to whom Notes may have been sold by the Underwriters and to any other dealers upon reasonable request, either amendments or supplements to the Pricing Disclosure Package or the Prospectus or (ii) file with the Commission documents incorporated by reference in the Pricing Disclosure Package and Prospectus, which shall be so supplied to the Underwriters and such dealers, in either case so that the statements in the Pricing Disclosure Package or the Prospectus as so amended, supplemented or modified will not, in light of the circumstances when the Pricing Disclosure Package or the Prospectus (or the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package and the Prospectus will comply with law; (d) That, if required, the Company will endeavor to qualify, at its expense, the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request and to pay all filing fees, reasonable expenses and legal fees in connection therewith and in conformity connection with written information furnished to the determination of the eligibility for investment of the Notes; provided, that the Company by shall not be required to qualify as a foreign corporation or a dealer in securities or to file any Underwriter specifically for use therein, it being understood and agreed that consents to service of process under the only such information furnished by or on behalf laws of any Underwriter consists of the information described as such in Section 7(b) hereof.jurisdiction; (e) The That the Company will pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (f) That the Company will make generally available to its security holders and the Company’s securityholders and to holders of the Underwriters Notes as soon as practicable an earnings statement that satisfies of the Company covering a twelve month period beginning after the Closing Date which shall satisfy the provisions of Section 11(a) of the Securities Act, Act and the rules and regulations of the Commission thereunder (including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus.Act); and (g) The Company agrees That during the period beginning on the date of this Agreement and continuing to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on including the Closing Date, the Company will notnot offer, sell, contract to sell or otherwise dispose of any notes, any security convertible into or exchangeable into or exercisable for notes or any other debt securities substantially similar to the Notes (except for the Notes issued pursuant to this Agreement), without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performanceRepresentatives.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatof the Underwriters: (a) The That the Company will:will furnish without charge to the Underwriters a copy of the Registration Statement, including all documents incorporated by reference therein and exhibits filed with the Registration Statement (other than exhibits which are incorporated by reference and have previously been so furnished), and, during the period mentioned in paragraph (c) below, as many written and electronic copies of the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, any documents incorporated by reference therein at or after the date thereof (including documents from which information has been so incorporated) and any supplements and amendments thereto as each Underwriter may reasonably request; (b) That the Company will cause the Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) and will promptly advise the Underwriters (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless shall have been filed; provided, that, with respect to documents filed pursuant to the Exchange Act and incorporated by reference into the Registration Statement, such notice shall only be required during such time as the Underwriters previously have been advised of, and furnished with a copy within a are required in the reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations opinion of the CommissionRepresentatives, promptly upon to deliver a prospectus (or the notice referred to in Rule 173(a) under the Securities Act), (ii) of any request by the Representative or counsel Commission for the Underwriters, any amendments to amendment of the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with lawStatement, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto the institution or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) the institution, threatening or contemplation of any proceeding for any that purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities ActAct against the Company or related to the offering, or and (ziv) any request made of the receipt by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, notification with respect to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states suspension of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement qualification of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer Notes for sale in any jurisdiction or to subject itself to taxation the initiation or threatening of any proceeding for such purpose. So long as any Underwriter is required in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent reasonable opinion of the RepresentativeRepresentatives to deliver a prospectus (or the notice referred to in Rule 173(a) under the Securities Act), and each Underwriter, severally and not jointly, agrees with the Company that, will not file any amendment to the Registration Statement or supplement to the Preliminary Prospectus or the Prospectus unless it the Company has obtained furnished one copy of such amendment or will obtain, as the case may be, the prior written consent supplement to each of the CompanyRepresentatives and to Debevoise & Pxxxxxxx LLP, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus and, if such amendment or that would otherwise constitute a Free Writing Prospectus required supplement is to be filed by on or prior to the Company with Closing Date, or under circumstances where the Underwriters are required in the reasonable opinion of the Representatives, to deliver a prospectus (or the notice referred to in Rule 173(a) under the Securities Act), the Representatives, shall not reasonably have objected thereto. If the Commission or retained by shall issue a stop order suspending the Company under Rule 433; provided that the prior written consent effectiveness of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and Company will take such steps to obtain the Prospectus. Iflifting of that order as in the best judgment of the Company are not contrary to the interests of the Company; (c) That if, at any time prior to when in the later opinion of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, Representatives the Pricing Disclosure Package or the ProspectusProspectus (or the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered by an Underwriter or a dealer, any event shall occur as then amended or supplemented, would include any untrue statement a result of a material fact or omit to state any material fact necessary in order to make the statements thereinwhich it is necessary, in the light opinion of the circumstances under which they were madeRepresentatives or counsel for the Company, not misleading, or if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with or modify the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary information incorporated by reference therein in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of existing when the Pricing Disclosure Package or the Prospectus may cease until (or the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is amended shall be necessary in the opinion of the Representatives, to amend or supplemented. The foregoing two sentences do not apply to statements in or omissions from supplement the Pricing Disclosure Package or the Prospectus based or modify such information to comply with law, the Company will forthwith (i) prepare and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to whom Notes may have been sold by the Underwriters and to any other dealers upon reasonable request, either amendments or supplements to the Pricing Disclosure Package or the Prospectus or (ii) file with the Commission documents incorporated by reference in the Pricing Disclosure Package and Prospectus, which shall be so supplied to the Underwriters and such dealers, in either case so that the statements in the Pricing Disclosure Package or the Prospectus as so amended, supplemented or modified will not, in light of the circumstances when the Pricing Disclosure Package or the Prospectus (or the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package and the Prospectus will comply with law; (d) That, if required, the Company will endeavor to qualify, at its expense, the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request and to pay all filing fees, reasonable expenses and legal fees in connection therewith and in conformity connection with written information furnished to the determination of the eligibility for investment of the Notes; provided, that the Company by shall not be required to qualify as a foreign corporation or a dealer in securities or to file any Underwriter specifically for use therein, it being understood and agreed that consents to service of process under the only such information furnished by or on behalf laws of any Underwriter consists of the information described as such in Section 7(b) hereof.jurisdiction; (e) The That the Company will pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (f) That the Company will make generally available to its security holders and the Company’s securityholders and to holders of the Underwriters Notes as soon as practicable an earnings statement that satisfies of the Company covering a twelve month period beginning after the Closing Date which shall satisfy the provisions of Section 11(a) of the Securities Act, Act and the rules and regulations of the Commission thereunder (including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus.Act); and (g) The Company agrees That during the period beginning on the date of this Agreement and continuing to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on including the Closing Date, the Company will notnot offer, sell, contract to sell or otherwise dispose of any notes, any security convertible into or exchangeable into or exercisable for notes or any other debt securities substantially similar to the Notes (except for the Notes issued pursuant to this Agreement), without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performanceRepresentatives.

Covenants and Agreements. The Company further Each of BCRC and BCI jointly and ------------------------ severally covenants and agrees with each Underwriter thatof the Underwriters as follows: (a) The Company will: (i) if required, to file the final Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required periods specified by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered and Rule 430A under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations to furnish copies of the Commission thereunder Prospectus to the extent necessary Underwriters in New York City prior to permit 10:00 A.M., New York City time, on the continuance Business Day next succeeding the date of sales this Agreement in such quantities as the Representative may reasonably request; (b) to deliver, at the expense of or dealings in BCRC, to the Securities in accordance with the provisions hereof and Representative, two conformed copies of the ProspectusRegistration Statement (as originally filed) and each amendment thereto, in each case including exhibits, and, during the period mentioned in paragraph (e) below, as then amended or supplemented, many copies of the Prospectus (including all amendments and supplements thereto) as the Representative may reasonably request; (yc) will not file with the Commission before filing any amendment or supplement to the Base Prospectus Registration Statement or the Prospectus, whether before or after the time the Registration Statement becomes effective, to furnish to the Representative a copy of the proposed amendment or supplement for review and not to file any such proposed amendment or supplement to which the Representative reasonably objects; (including d) to advise the Representative promptly, and to confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, (ii) when any supplement to the Prospectus or any Preliminary Prospectus)amendment to the Prospectus has been filed and to furnish the Representative with copies thereof, (iii) of any request by the Commission for any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative amendment or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements supplement to the Prospectus that may be necessary to comply with lawor for any additional information, in the reasonable judgment (iv) of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or of any order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus or the initiation or threatening of any Free Writing Prospectus or any amendment or supplement theretoproceeding for that purpose, (xv) of the occurrence of any event, within the period referenced in paragraph (e) below, as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, and (vi) of the receipt by BCRC or BCI of any notification with respect to any suspension of the qualification of the Securities Certificates for offering or offer and sale in any jurisdiction, (y) jurisdiction or the institution, initiation or threatening or contemplation of any proceeding for any purpose identified in the preceding clause (w) or (x) or pursuant such purpose; and to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially its reasonable best efforts to prevent the issuance of any such stop order, or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of any order suspending any such qualification of the Certificates, or notification of any such order thereof and, if any such stop order is issued, to obtain as soon as possible the withdrawal thereof as promptly as possible.thereof; (be) The Company will cooperate with If before a period of six months shall have elapsed after the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Effective Date and the final date when delivery of a prospectus relating to shall be at the Securities is time required to be delivered under the Securities Act by law in connection with sales of any such certificates, either (including in circumstances where such requirement may be satisfied pursuant to Rule 172), i) any event occurs shall have occurred as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, as then amended or supplemented, Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if (ii) for any other reason it shall be necessary at any time during such same period to amend the Registration Statement or amend or supplement the Pricing Disclosure Package Prospectus as amended or the Prospectus supplemented, to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof you and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission furnish to you an amendment to the Registration Statement or amendment or a supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply in case any amended Registration Statement Underwriter is required by law to deliver a prospectus in connection with sales of any of such Certificates at any time six months or more after the Closing Date, upon such Underwriter's request, but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as such Underwriter may request of an amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light prospectus complying with (S) 10(a)(3) of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereofAct. (ef) The Company will to endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions in the United States as the Representative shall reasonably request and to continue such qualification in effect so long as reasonably required under such laws for distribution of the Certificates; and to pay all fees and expenses (including reasonable fees and disbursements of counsel to the Underwriter) reasonably incurred in connection with such qualification and in connection with the determination of the eligibility of the Certificates for investment under the laws of such jurisdictions in the United States as the Underwriter may designate; provided, however, that neither BCRC nor BCI -------- ------- shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided further that neither BCRC -------- ------- nor BCI shall be required to file a general consent to service of process in any jurisdiction; (g) to make generally available to the Company’s securityholders holders of the Certificates and to the Underwriters Representative as soon as practicable an earnings statement that satisfies (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act, including Act and Rule 158 of the Commission promulgated thereunder. If ; (h) so long as the Company makes Certificates are outstanding, or until such earnings statement publicly available time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever occurs first, to furnish to the Representative (i) copies of each certificate, the annual statements of compliance and the annual independent certified public accountant's servicing reports furnished to the Trustee pursuant to Section 3.05 and Section 3.06, respectively, of the Pooling and Servicing Agreement by press release first class mail as soon as practicable after such statements and reports are furnished to the Trustee, (ii) copies of each amendment to any of the Basic Documents, (iii) copies of all reports or filing other communications (financial or other) furnished to holders of the Certificates, and copies of any reports and financial statements furnished to or filed with the Commission, it shall be deemed any governmental or regulatory authority or any national securities exchange, and (iv) from time to have satisfied time such other information as the Representative may reasonably request concerning the Trust or BCRC or concerning BCI in its obligations under this paragraph (e).capacity as Seller or Servicer of the Receivables included in the Trust; (fi) The Company will apply to the extent, if any, that the ratings provided with respect to the Certificates by the rating agency or rating agencies rating the Certificates (each, a "Rating Agency") are conditional upon the furnishing ------------- of documents or the taking of any other action by BCRC or BCI, BCRC or BCI, as applicable, shall furnish such documents and take any other such action; (j) to use the net proceeds received by BCRC from the sale of the Securities as set forth Certificates pursuant to this Agreement in the manner specified in the Prospectus under “the caption "Use of Proceeds” "; (k) if required by law, to register the Certificates in a timely manner pursuant to the Pricing Disclosure Package Securities Exchange Act of 1934, as amended (the "Exchange Act); (l) whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all fees, costs and expenses incident to the performance of its obligations hereunder, including without limiting the generality of the foregoing, all fees, costs and expenses (i) incident to the preparation, issuance, execution, authentication and delivery of the Certificates, including any fees, costs and expenses of the Trustee or any transfer agent, (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) incurred in connection with the registration or qualification and determination of eligibility for investment of the Certificates under the laws of such jurisdictions as the Underwriter may reasonably designate (including reasonable fees of counsel for the Underwriter and their disbursements with respect thereto), (iv) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Basic Documents, the Preliminary and Supplemental Blue Sky Memoranda and any Legal Investment Survey and the furnishing to Underwriter and dealers of copies of the Registration Statement and the Prospectus., including mailing and shipping, as herein provided, (v) of BCRC's and BCI's counsel and accountants, (gvi) The Company agrees incurred by BCRC or BCI in connection with any "roadshow" presentation to pay potential investors, and (vii) payable to rating agencies in connection with the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 rating of the Securities Act.Certificates; and (hm) Until midnight, New York City time, on from and after the Closing Date, not to take any action which in the Company will notreasonable judgment of BCI or BCRC, without as applicable, is inconsistent with the prior written consent Trust's ownership of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance Receivables other than as permitted by the Company of any one or more of the foregoing covenants or extend the time for their performancePooling and Servicing Agreement.

Covenants and Agreements. 5.1 The Company further covenants and agrees with each Underwriter thatthe several Underwriters as follows: (a) The Company will: will use its best efforts to cause the Registration Statement and any amendments thereto to become effective, if it has not already become effective, and will advise you promptly and, if requested by you, will confirm such advice in writing (i) file when the Prospectus Registration Statement has become effective and the time and date of any filing of any post-effective Registration Statement or any amendment or supplement thereto with to any Preliminary Prospectus or the Commission in the manner Prospectus and within the time period required by and date that any post-effective amendment to the Registration Statement becomes effective, (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (xiii) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance receipt of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations comments of the Commission, promptly upon or any request by the Representative or counsel Commission for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Registration Statement, any Preliminary Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters additional information, (iv) of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, (y) jurisdiction or the institution, threatening or contemplation initiation of any proceeding for such purposes and (v) within the period of time referred to in Section 5.1(h) hereof, of any purpose identified change in the preceding clause Company’s condition (w) financial or (x) other), business, prospects, properties, net worth or pursuant results of operations, or of any event that comes to Section 8A the attention of the Securities ActCompany that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (zas then amended or supplemented) to comply with the Act or any request made by other law. If at any time the Commission for amending shall issue any stop order suspending the effectiveness of the Registration Statement, for amending the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the Prospectus or for additional informationearliest possible time. The Company will use commercially reasonable efforts to prevent provide the issuance Underwriters with copies of any the form of Prospectus, in such stop order andnumber as the Underwriters may reasonably request, if any and file with the Commission such stop order is issued, to obtain Prospectus in accordance with Rule 424(b) under the withdrawal thereof as promptly as possibleAct before the close of business on the first business day immediately following the date hereof. (b) The Company will cooperate furnish to you, without charge, two signed duplicate originals of the Registration Statement as originally filed with the Underwriters in qualifying the Securities for offering Commission and sale in of each jurisdiction as the Representatives shall designate includingamendment thereto, but not limited toincluding financial statements and all exhibits thereto, pursuant and will also furnish to applicable state securities (“Blue Sky”) laws you, without charge, such number of certain states conformed copies of the United States Registration Statement as originally filed and of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long each amendment thereto as you may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjectreasonably request. (c) The Company agrees thatwill promptly file with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, unless it obtains in the prior written consent judgment of the Representative, Company or the Representative be required by the Act or requested by the Commission. (d) The Company will furnish a copy of any amendment or supplement to the Registration Statement or to the Prospectus or any Issuer Free Writing Prospectus to you and each Underwriter, severally counsel for Underwriters and not jointly, agrees obtain your consent prior to filing any of those with the Commission. (e) The Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities Common Stock that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the without your prior consent. (f) The Company will retain in accordance with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Act all Issuer Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by pursuant to the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act Act; and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, if at any time prior to after the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), hereof any event occurs events shall have occurred as a result of which the Registration Statement, the Pricing Disclosure Package or the any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or or, if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus any Issuer Free Writing Prospectus, to comply with the Securities Actnotify you and, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable lawupon your request, the Company will promptly notify the Underwriters thereof to file such document and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amendment to the Registration Statement amended or amendment or supplement to the Pricing Disclosure Package or the supplemented Issuer Free Writing Prospectus which that will correct such conflict, statement or omission or effect such compliance; and ; (yg) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus Prior to the Underwriters execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5.1(h) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (h) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (the “Prospectus Delivery Period”), and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. If there occurs an event The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or development as a result supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Pricing Disclosure Package or Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus would include an untrue statement is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of material fact (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Registration Statement or would omit (ii) the expiration of prospectus delivery requirements with respect to state a material fact necessary the Shares under Section 4(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances then prevailingunder which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with the Act or any other law, the Company will notify promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply forthwith prepare and, subject to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b5.1(a) hereof, file with the Commission and use its best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment thereto, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. (ei) The Company will cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event that the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise you promptly in writing. (j) The Company will make generally available to its security holders a consolidated earnings statement (in form complying with the Company’s securityholders provisions of Rule 158 under the Act), which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and to the Underwriters Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable an after the end of such period, which consolidated earnings statement that satisfies shall satisfy the provisions of Section 11(a) of the Securities Act. (k) During the period ending five years from the date hereof, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release will furnish to you and, upon your request, to each of the other Underwriters, (i) as soon as available, a copy of each proxy statement, quarterly or filing annual report or other report of the Company mailed to stockholders or filed with the Commission, it shall be deemed the Financial Industry Regulatory Authority, Inc. (“FINRA”) or the Nasdaq Stock Market (“NASDAQ”) or any national securities exchange and (ii) from time to have satisfied its obligations under this paragraph (e)time such other information concerning the Company as you may reasonably request. (fl) If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (except pursuant to a termination under Section 12 hereof) or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse you and the other Underwriters for all out-of-pocket expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by the Underwriters) reasonably incurred by the Underwriters in connection herewith, up to a maximum of $75,000; provided that Maxim Group LLC (“Maxim”) shall be entitled to an additional amount for its out-of-pocket expenses as set forth in Section 7 hereof. (m) The Company will apply the net proceeds from the sale of the Securities as set forth Shares to be sold by it hereunder in accordance in all material respects with the statements under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus. (go) The Company agrees For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Common Stock issued pursuant to pay employee benefit plans, qualified stock option plans or other employee compensation plans existing on the required Commission filing fees relating date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the Securities in accordance with Rules 456 and 457 registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Securities Act. Company or (h4) Until midnightpublicly disclose the intention to do any of the foregoing, New York City time, on the Closing Date, the Company will not, in each case without the prior written consent of the Representative (which consent may be withheld at the sole discretion on behalf of the Underwriters, and either (i) to cause each officer, director and stockholder of the Company set forth on Schedule III hereto to furnish to the Representative), prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”) or (ii) assign to the Representative the Lock-Up Agreements previously executed by each officer, director and stockholder of the Company set forth on Schedule III hereto in a form acceptable to the Representative. (p) Prior to the Closing Date or the Additional Closing Date, as the case may be, the Company will furnish to you, as promptly as possible, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus. (q) The Company will comply with all provisions of any undertakings contained in the Registration Statement. (r) The Company will not at any time, directly or indirectly, selltake any action designed, offeror which might reasonably be expected to cause or result in, contract or grant which will constitute, stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any option to sellof the Shares. (s) The Company will timely file with NASDAQ all documents and notices required by the NASDAQ of companies that have or will issue securities that are traded on the NASDAQ. (t) The Company shall engage and maintain, pledgeat its expense, a transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 agent and, if necessary under the Exchange Act, jurisdiction of its incorporation or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company rules of any one or more of national securities exchange on which the foregoing covenants or extend Common Stock will be listed, a registrar (which, if permitted by applicable laws and rules may be the time same entity as the transfer agent) for their performancethe Common Stock.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatof the Underwriters: (a) The That the Company will:will furnish without charge to the Underwriters a copy of the Registration Statement, including all documents incorporated by reference therein and exhibits filed with the Registration Statement (other than exhibits which are incorporated by reference and have previously been so furnished), and, during the period mentioned in paragraph (c) below, as many written and electronic copies of the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, any documents incorporated by reference therein at or after the date thereof (including documents from which information has been so incorporated) and any supplements and amendments thereto as each Underwriter may reasonably request; (b) That the Company will cause the Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) and will promptly advise the Underwriters (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless shall have been filed; provided, that, with respect to documents filed pursuant to the 1934 Act and incorporated by reference into the Registration Statement, such notice shall only be required during such time as the Underwriters previously have been advised of, and furnished with a copy within a are required in the reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations opinion of the CommissionRepresentatives, promptly upon request by the Representative or based on advice of Xxxxx Xxxxxxxxxx LLP, counsel for the Underwriters, any amendments to the Registration Statement deliver a prospectus (or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicablelieu thereof, the Underwritersnotice referred to in Rule 173(a) under the 1933 Act), promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to of any request by the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or Commission for any amendment or supplement thereto as of the Representative may reasonably request; and Registration Statement, (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto the institution or any order preventing or suspending the use threatening of any Preliminary Prospectus proceeding for that purpose or pursuant to Section 8A of the Prospectus 1933 Act against the Company or related to the offering, and (iv) of the receipt by the Company of any Free Writing Prospectus or any amendment or supplement thereto, (x) notification with respect to the suspension of the qualification of the Securities Notes for offering or sale in any jurisdiction, (y) jurisdiction or the institution, initiation or threatening or contemplation of any proceeding for such purpose. So long as any purpose identified Underwriter is required in the preceding clause (w) or (x) or pursuant to Section 8A reasonable opinion of the Securities Representatives, based on advice of Xxxxx Xxxxxxxxxx LLP, to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), or (z) the Company will not file any request made by the Commission for amending amendment to the Registration Statement, for amending Statement or supplementing supplement to the Preliminary Prospectus or the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as which the Representatives or Xxxxx Xxxxxxxxxx LLP shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, have reasonably objected in writing and the Company shall maintain furnish one copy of every such qualifications in effect for so long as may be necessary in order amendment or supplement to complete the placement each of the Securities; provided, however, that the Company shall not be obliged Representatives and to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with Xxxxx Xxxxxxxxxx LLP. If the Commission or retained by shall issue a stop order suspending the Company under Rule 433; provided that the prior written consent effectiveness of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and Company will take such steps to obtain the Prospectus. Iflifting of that order as promptly as practical; (c) That if, at any time prior to when in the later reasonable opinion of the Closing Date and Representatives, based on advice of Xxxxx Xxxxxxxxxx LLP, the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including information in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the ProspectusProspectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required by law to be delivered by an Underwriter or a dealer, any event shall occur as then amended or supplemented, would include any untrue statement a result of a material fact or omit to state any material fact necessary in order to make the statements thereinwhich it is necessary, in the light reasonable opinion of the circumstances under which they were madeRepresentatives, not misleadingbased on advice of Xxxxx Xxxxxxxxxx LLP, or if counsel for any other reason it shall be necessary at any time the Company, to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with or modify the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary information incorporated by reference therein in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, existing when the Company will notify promptly the Underwriters so that any use of information in the Pricing Disclosure Package or the Prospectus may cease until (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is delivered to a purchaser, not misleading, or if it is amended shall be necessary in the reasonable opinion of any such counsel, to amend or supplemented. The foregoing two sentences do not apply to statements in or omissions from supplement the Pricing Disclosure Package or the Prospectus based or modify such information to comply with law, the Company will forthwith (i) prepare and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to whom Notes may have been sold by the Underwriters and to any other dealers upon reasonable request, either amendments or supplements to the Pricing Disclosure Package or the Prospectus or (ii) file with the Commission documents incorporated by reference in the Pricing Disclosure Package and Prospectus, which shall be so supplied to the Underwriters and such dealers, in either case so that the statements in the Pricing Disclosure Package or the Prospectus as so amended, supplemented or modified will not, in light of the circumstances when the information in the Pricing Disclosure Package or the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package and the Prospectus will comply with law; (d) That the Company will endeavor to qualify, at its expense, the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request and to pay all filing fees, reasonable expenses and legal fees in connection therewith and in conformity connection with written information furnished to the determination of the eligibility for investment of the Notes; provided, that the Company by shall not be required to qualify as a foreign corporation or a dealer in securities or to file any Underwriter specifically for use therein, it being understood and agreed that consents to service of process under the only such information furnished by or on behalf laws of any Underwriter consists of the information described as such in Section 7(b) hereof.jurisdiction; (e) The That the Company will make generally available to its security holders and the Company’s securityholders and to holders of the Underwriters Notes as soon as practicable an earnings statement that satisfies of the Company covering a twelve-month period beginning after the Closing Date which shall satisfy the provisions of Section 11(a) of the Securities Act, 1933 Act and the rules and regulations of the Commission thereunder (including Rule 158 thereunder. If under the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e0000 Xxx).; and (f) The Company will apply That during the net proceeds from period beginning on the sale date of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package this Agreement and the Prospectus. (g) The Company agrees continuing to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on including the Closing Date, the Company will notnot offer, sell, contract to sell or otherwise distribute any notes, any security convertible into or exchangeable into or exercisable for notes or any other debt securities substantially similar to the Notes (except for the Notes issued pursuant to this Agreement), without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Covenants and Agreements. The Company further and, to the extent specified below, the Guarantor covenants and agrees with each the Underwriter thatas follows: (a) The Company will: (i) and the Guarantor will file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required periods specified by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered and Rule 430A, 430B or 430C under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as to the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance extent required by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) the institution, threatening or contemplation of any proceeding for any purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of Rule 433 under the Securities Act, ; will file promptly all reports and any definitive proxy or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or retained by the Company under Rule 433; provided that the prior written consent 15(d) of the parties hereto shall be deemed Exchange Act subsequent to have been given in respect the date of the Free Writing Prospectuses included Prospectus and for so long as the delivery of a prospectus is required in Schedule B hereto, any electronic road show connection with the offering or sale of the Securities; and term sheets relating to will furnish copies of the Securities containing customary transaction announcement or pricing information. Any such Prospectus and each Issuer Free Writing Prospectus consented (to by the Representative or extent not previously delivered) to the Company is hereinafter referred Underwriter prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as a “Permitted Free Writing Prospectus.” the Underwriter may reasonably request. The Company agrees that will pay the registration fee for this offering within the time period required by Rule 456(b)(1) under the Securities Act (xwithout giving effect to the proviso therein) it has treated and in any event prior to the Closing Date. (b) The Company will treatdeliver, without charge, to the Underwriter (A) a conformed copy of the Registration Statement as originally filed (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the case may be, Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Permitted Issuer Free Writing Prospectus as an Issuer Free Writing the Underwriter may reasonably request. As used herein, the term “Prospectus and (y) it has complied and will comply, as Delivery Period” means such period of time after the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion first date of the distribution public offering of the Securities as contemplated in this Agreement and in the Registration Statement, opinion of counsel for the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when Underwriter a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act (including Act) in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light connection with sales of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereofdealer. (e) The Company will make generally available to the Company’s securityholders and to the Underwriters as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus. (g) The Company agrees to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on the Closing Date, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatof the Underwriters: (a) The That the Company will:will furnish without charge to the Underwriters a copy of the Registration Statement, including all documents incorporated by reference therein and exhibits filed with the Registration Statement (other than exhibits which are incorporated by reference and have previously been so furnished), and, during the period mentioned in paragraph (c) below, as many written and electronic copies of the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, any documents incorporated by reference therein at or after the date thereof (including documents from which information has been so incorporated) and any supplements and amendments thereto as each Underwriter may reasonably request; (b) That the Company will cause the Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) and will promptly advise the Underwriters (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless shall have been filed; provided, that, with respect to documents filed pursuant to the 1934 Act and incorporated by reference into the Registration Statement, such notice shall only be required during such time as the Underwriters previously have been advised of, and furnished with a copy within a are required in the reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations opinion of the CommissionRepresentatives, promptly upon request by the Representative or based on advice of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, any amendments to the Registration Statement deliver a prospectus (or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicablelieu thereof, the Underwritersnotice referred to in Rule 173(a) under the 1933 Act), promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to of any request by the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or Commission for any amendment or supplement thereto as of the Representative may reasonably request; and Registration Statement, (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto the institution or any order preventing or suspending the use threatening of any Preliminary Prospectus proceeding for that purpose or pursuant to Section 8A of the Prospectus 1933 Act against the Company or any Free Writing Prospectus or any amendment or supplement theretorelated to the offering, (xiv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) jurisdiction or the institution, initiation or threatening or contemplation of any proceeding for such purpose, and (v) of the receipt by the Company of any purpose identified notice from the Commission pursuant to Rule 401(g)(2) of the 1933 Act. So long as any Underwriter is required in the preceding clause (w) or (x) or pursuant to Section 8A reasonable opinion of the Securities Representatives, based on advice of Xxxxx & XxXxxxx LLP, to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), or (z) the Company will not file any request made by the Commission for amending amendment to the Registration Statement, for amending Statement or supplementing supplement to the Preliminary Prospectus or the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as which the Representatives or Xxxxx & XxXxxxx LLP shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, have reasonably objected in writing and the Company shall maintain furnish one copy of every such qualifications in effect for so long as may be necessary in order amendment or supplement to complete the placement each of the Securities; provided, however, that the Company shall not be obliged Representatives and to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with Xxxxx & XxXxxxx LLP. If the Commission or retained by shall issue a stop order suspending the Company under Rule 433; provided that the prior written consent effectiveness of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package Company will take such steps to obtain the lifting of that order as promptly as practical. If the Company receives a notice from the Commission pursuant to Rule 401(g)(2) of the 1933 Act, the Company will promptly take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Prospectus. IfSecurities by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement); (c) That if, at any time prior to when in the later reasonable opinion of the Closing Date and Representatives, based on advice of Xxxxx & XxXxxxx LLP, the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including information in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the ProspectusProspectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required by law to be delivered by an Underwriter or a dealer, any event shall occur as then amended or supplemented, would include any untrue statement a result of a material fact or omit to state any material fact necessary in order to make the statements thereinwhich it is necessary, in the light reasonable opinion of the circumstances under which they were madeRepresentatives, not misleadingbased on advice of Xxxxx & XxXxxxx LLP, or if counsel for any other reason it shall be necessary at any time the Company, to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with or modify the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary information incorporated by reference therein in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, existing when the Company will notify promptly the Underwriters so that any use of information in the Pricing Disclosure Package or the Prospectus may cease until (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is delivered to a purchaser, not misleading, or if it is amended shall be necessary in the reasonable opinion of any such counsel, to amend or supplemented. The foregoing two sentences do not apply to statements in or omissions from supplement the Pricing Disclosure Package or the Prospectus based upon or modify such information to comply with law, the Company will forthwith (i) prepare and in conformity with written information furnished furnish, at its own expense, to the Company Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to whom Securities may have been sold by the Underwriters and to any Underwriter specifically for use thereinother dealers upon reasonable request, it being understood either amendments or supplements to the Pricing Disclosure Package or the Prospectus or (ii) file with the Commission documents incorporated by reference in the Pricing Disclosure Package and agreed Prospectus, which shall be so supplied to the Underwriters and such dealers, in either case so that the only such information furnished by statements in the Pricing Disclosure Package or on behalf of any Underwriter consists the Prospectus as so amended, supplemented or modified will not, in light of the circumstances when the information in the Pricing Disclosure Package or the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package and the Prospectus will comply with law; (d) The Company will not for a period of 90 days following the date hereof, without the prior written consent of the Representatives, (i) offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the 1934 Act with respect to, any shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock (other than the Securities), or publicly announce an intention to effect any such transaction, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described as in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that the Company may (1) issue and sell the Securities, (2) issue Common Stock or securities convertible into or exchangeable for Common Stock upon exercise of an option or warrant or conversion of a security outstanding on the date of the Prospectus, (3) issue Common Stock or securities convertible into or exchangeable for Common Stock in amounts permitted on the date hereof under the Company’s employee or non-employee director stock option plans, benefit plans and long-term incentive plans and (4) issue Common Stock or securities convertible into or exchangeable for Common Stock under the CenterPoint Energy, Inc. Savings Plan and CenterPoint Energy, Inc. Investor’s Choice Plan. This Section 7(b4(d) shall not during the foregoing 90 day period prohibit the Company from filing any (i) registration statements, including pre- or post-effective amendments to registration statements, with the Commission relating to any securities of the Company other than Common Stock or securities convertible into or exchangeable for Common Stock or (ii) registration statements, including pre- or post-effective amendments to registration statements, (A) relating to issuance of Common Stock in amounts permitted on the date hereof pursuant to any employee or non-employee director stock option plans, benefit plans and long-term incentive plans of the Company, (B) relating to the issuance of Common Stock pursuant to the CenterPoint Energy, Inc. Savings Plan or the CenterPoint Energy, Inc. Investor’s Choice Plan or (C) relating to Common Stock issuable upon conversion of convertible debt securities of the Company or its subsidiaries existing at the date hereof. (e) The That the Company will endeavor to qualify, at its expense, the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request and to pay all filing fees, reasonable expenses and legal fees in connection therewith and in connection with the determination of the eligibility for investment of the Securities; provided, that the Company shall not be required to qualify as a foreign corporation or a dealer in securities or to file any consents to service of process under the laws of any jurisdiction; (f) That the Company will make generally available to its security holders and the Company’s securityholders and to holders of the Underwriters Securities as soon as practicable an earnings statement that satisfies of the Company covering a twelve-month period beginning after the Closing Date which shall satisfy the provisions of Section 11(a) of the Securities Act, 1933 Act and the rules and regulations of the Commission thereunder (including Rule 158 thereunder. If under the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e0000 Xxx). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus.; and (g) The Company agrees to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on the Closing Date, That the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option use its reasonable best efforts to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under have the Securities Act in respect ofapproved for listing, any debt securities upon official notice of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance issuance by the Company of New York Stock Exchange and the Chicago Stock Exchange, at or prior to the Closing Date or any one or more of subsequent settlement date for the foregoing covenants or extend the time for their performanceOption Shares.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatof the Underwriters: (a) The That the Company will:will furnish without charge to the Underwriters a copy of the Registration Statement, including all documents incorporated by reference therein and exhibits filed with the Registration Statement (other than exhibits which are incorporated by reference and have previously been so furnished), and, during the period mentioned in paragraph (c) below, as many written and electronic copies of the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, any documents incorporated by reference therein at or after the date thereof (including documents from which information has been so incorporated) and any supplements and amendments thereto as each Underwriter may reasonably request; (b) That the Company will cause the Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) and will promptly advise the Underwriters (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless shall have been filed; provided, that, with respect to documents filed pursuant to the 1934 Act and incorporated by reference into the Registration Statement, such notice shall only be required during such time as the Underwriters previously have been advised of, and furnished with a copy within a are required in the reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations opinion of the CommissionRepresentatives, promptly upon request by the Representative or based on advice of Xxxxxx Xxxxxxx Xxxxx LLP, counsel for the Underwriters, any amendments to the Registration Statement deliver a prospectus (or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicablelieu thereof, the Underwritersnotice referred to in Rule 173(a) under the 1933 Act), promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to of any request by the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or Commission for any amendment or supplement thereto as of the Representative may reasonably request; and Registration Statement, (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto the institution or any order preventing or suspending the use threatening of any Preliminary Prospectus proceeding for that purpose or pursuant to Section 8A of the Prospectus 1933 Act against the Company or any Free Writing Prospectus or any amendment or supplement theretorelated to the offering, (xiv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Bonds for offering or sale in any jurisdiction, (y) jurisdiction or the institution, initiation or threatening or contemplation of any proceeding for such purpose, and (v) of the receipt by the Company of any purpose identified notice from the Commission pursuant to Rule 401(g)(2) of the 1933 Act. So long as any Underwriter is required in the preceding clause (w) or (x) or pursuant to Section 8A reasonable opinion of the Securities Representatives, based on advice of Xxxxxx Xxxxxxx Xxxxx LLP, to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), or (z) the Company will not file any request made by the Commission for amending amendment to the Registration Statement, for amending Statement or supplementing supplement to the Preliminary Prospectus or the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as which the Representatives or Hunton Xxxxxxx Xxxxx LLP shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, have reasonably objected in writing and the Company shall maintain furnish one copy of every such qualifications in effect for so long as may be necessary in order amendment or supplement to complete the placement each of the Securities; provided, however, that the Company shall not be obliged Representatives and to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with Hunton Xxxxxxx Xxxxx LLP. If the Commission or retained by shall issue a stop order suspending the Company under Rule 433; provided that the prior written consent effectiveness of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package Company will take such steps to obtain the lifting of that order as promptly as practical. If the Company receives a notice from the Commission pursuant to Rule 401(g)(2) of the 1933 Act, the Company will promptly take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Prospectus. IfBonds by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement); (c) That if, at any time prior to when in the later reasonable opinion of the Closing Date and Representatives, based on advice of Xxxxxx Xxxxxxx Xxxxx LLP, the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including information in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the ProspectusProspectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required by law to be delivered by an Underwriter or a dealer, any event shall occur as then amended or supplemented, would include any untrue statement a result of a material fact or omit to state any material fact necessary in order to make the statements thereinwhich it is necessary, in the light reasonable opinion of the circumstances under which they were madeRepresentatives, not misleadingbased on advice of Xxxxxx Xxxxxxx Xxxxx LLP, or if counsel for any other reason it shall be necessary at any time the Company, to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with or modify the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary information incorporated by reference therein in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, existing when the Company will notify promptly the Underwriters so that any use of information in the Pricing Disclosure Package or the Prospectus may cease until (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, not misleading, or if it is amended shall be necessary in the reasonable opinion of any such counsel, to amend or supplemented. The foregoing two sentences do not apply to statements in or omissions from supplement the Pricing Disclosure Package or the Prospectus based or modify such information to comply with law, the Company will forthwith (i) prepare and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to whom Bonds may have been sold by the Underwriters and to any other dealers upon reasonable request, either amendments or supplements to the Pricing Disclosure Package or the Prospectus or (ii) file with the Commission documents incorporated by reference in the Pricing Disclosure Package and Prospectus, which shall be so supplied to the Underwriters and such dealers, in either case so that the statements in the Pricing Disclosure Package or the Prospectus as so amended, supplemented or modified will not, in light of the circumstances when the information in the Pricing Disclosure Package or the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package and the Prospectus will comply with law; (d) That the Company will endeavor to qualify, at its expense, the Bonds for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request and to pay all filing fees, reasonable expenses and legal fees in connection therewith and in conformity connection with written information furnished to the determination of the eligibility for investment of the Bonds; provided, that the Company by shall not be required to qualify as a foreign limited liability company or a dealer in securities or to file any Underwriter specifically for use therein, it being understood and agreed that consents to service of process under the only such information furnished by or on behalf laws of any Underwriter consists of the information described as such in Section 7(b) hereof.jurisdiction; (e) The That the Company will make generally available to its security holders and the Company’s securityholders and to holders of the Underwriters Bonds as soon as practicable an earnings statement that satisfies of the Company covering a twelve-month period beginning after the Closing Date which shall satisfy the provisions of Section 11(a) of the Securities Act, 1933 Act and the rules and regulations of the Commission thereunder (including Rule 158 thereunder. If under the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e1933 Act).; and (f) The Company will apply That during the net proceeds from period beginning on the sale date of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package this Agreement and the Prospectus. (g) The Company agrees continuing to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on including the Closing Date, the Company will notnot offer, sell, contract to sell or otherwise distribute any bonds, any security convertible into or exchangeable into or exercisable for bonds or any other debt securities substantially similar to the Bonds (except for the Bonds issued pursuant to this Agreement) without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performanceRepresentatives.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatthe several Underwriters as follows: (a) The Company will: will use its best efforts to cause the Registration Statement and any amendments thereto to be declared effective, if it has not already been declared effective, and will advise you promptly and, if requested by you, will confirm such advice in writing (i) file when the Prospectus Registration Statement has been declared effective and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During and date of any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations filing of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any post-effective amendment to the Registration Statement or any Free Writing amendment or supplement to any Preliminary Prospectus unless or the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing Prospectus and the Representative shall have given its consent time and date that any post-effective amendment to such filingthe Registration Statement becomes effective, which shall not be unreasonably withheld. The Company will prepare and file with (ii) if the Commissionprospectus included in the Registration Statement omits information in reliance upon Rule 430A under the Act, in accordance with when the rules and regulations Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, promptly upon or any request by the Representative or counsel Commission for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Registration Statement, any Preliminary Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters additional information, (iv) of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, (y) jurisdiction or the institution, threatening or contemplation initiation of any proceeding for any purpose identified such purposes, and (v) within the period as in the preceding clause reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (w) the “Prospectus Delivery Period”), of any change in the Company’s condition (financial or (x) other), business, prospects, properties or pursuant results of operations, or of any event that comes to Section 8A the attention of the Securities ActCompany that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (zas then amended or supplemented) to comply with the Act or any request made by other law. If at any time the Commission for amending shall issue any stop order suspending the effectiveness of the Registration Statement, for amending the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the Prospectus or for additional informationearliest possible time. The Company will use commercially reasonable efforts to prevent provide the issuance Underwriters with copies of any the form of Prospectus, in such stop order andnumber as the Underwriters may reasonably request, if any and file with the Commission such stop order is issued, to obtain Prospectus in accordance with Rule 424(b) under the withdrawal thereof as promptly as possibleAct within the time period required by Rule 424(b). (b) The Upon written request, the Company will cooperate furnish to you, without charge, two signed duplicate originals of the Registration Statement, or certified copies thereof, as originally filed with the Underwriters in qualifying the Securities for offering Commission and sale in of each jurisdiction as the Representatives shall designate includingamendment thereto, but not limited toincluding financial statements and all exhibits thereto, pursuant and will also furnish to applicable state securities (“Blue Sky”) laws you, without charge, such number of certain states conformed copies of the United States Registration Statement as originally filed and of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long each amendment thereto as you may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjectreasonably request. (c) The Company agrees thatwill promptly file with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, unless it obtains in the prior written consent reasonable judgment of the Company or the Representative, be required by the Act or requested by the Commission. (d) The Company will furnish a copy of any amendment or supplement to the Registration Statement or to the Prospectus or any Issuer Free Writing Prospectus to you and each Underwriter, severally and not jointly, agrees counsel to the Underwriters for review prior to its filing with the Company thatCommission and will not file any proposed amendment or supplement to the Registration Statement or to the Prospectus or any Issuer Free Writing Prospectus which the Representative reasonably object, unless it has obtained the Company reasonably determines such amendment or will obtain, as the case may be, the prior written consent of the Company, it has not made and supplement is required by law. (e) The Company will not make any offer relating to the Securities Common Stock that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the without your express prior written consent. (f) The Company will retain in accordance with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Act all Issuer Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by pursuant to the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act Act; and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, if at any time prior to after the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), hereof any event occurs events shall have occurred as a result of which the Registration Statement, the Pricing Disclosure Package or the any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or or, if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus any Issuer Free Writing Prospectus, to comply with the Securities Actnotify you and, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable lawupon your request, the Company will promptly notify the Underwriters thereof to file such document and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amendment to the Registration Statement amended or amendment or supplement to the Pricing Disclosure Package or the supplemented Issuer Free Writing Prospectus which that will correct such conflict, statement or omission or effect such compliance; and . (yg) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus Prior to the Underwriters execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(h) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus that was most recently furnished by the Company. (h) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time during the Prospectus Delivery Period, and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Registration Statement; provided the Representative shall have advised the Company in writing if such distribution has not been completed on or prior to the date referenced in the following clause (ii), or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(a)(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with the Act or any other law, the Company will forthwith prepare and, subject to Section 5(a) hereof, file with the Commission and, if applicable, use its best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment thereto, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. (i) During the Prospectus Delivery Period, the Company will file all documents required to be filed with the Commission pursuant to Sections 13, 14 and 15 of the Exchange Act (as defined herein) in the manner and within the time periods required by the Exchange Act. (j) The Company will cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event that the Company is notified that the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise you promptly in writing. If required, the Company will use its best efforts to qualify or register its Common Stock for sale in non-issuer transactions under (or obtain exemptions from the application of) the Blue Sky laws of each state where necessary to permit market making transactions and secondary trading and will comply with such Blue Sky laws and will continue such qualifications, registrations and exemptions in effect for so long as is required for the distribution of the Shares. (k) The Company will timely file such periodic reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders a consolidated earnings statement (in form complying with the provisions of Rule 158), which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and the Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (l) During the five-year period beginning on the date hereof, the Company will promptly furnish to you and, upon your request, to each of the other Underwriters, (i) a copy of each proxy statement, quarterly or annual report or other report of the Company mailed to stockholders or filed with the Commission, FINRA, [the Nasdaq Capital Market] (“Nasdaq”) or any national securities exchange and (ii) from time to time such other information concerning the Company as you may reasonably request; provided the Company’s obligation pursuant to this Section 5(l) shall be deemed to have been satisfied to the extent such documents or reports are filed or furnished on XXXXX or made available on the website of the Company or of Alerus Financial, National Association, a national banking association (the “Bank”). (m) The Company will apply the net proceeds from the sale of the Shares to be sold by it hereunder in accordance in all material respects with the statements under the caption “Use of Proceeds” in the Prospectus. (n) For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), the Company will not, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by the Company during the Lock-Up Period) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Common Stock issued or issuable pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof, copies of which have been made available to the Underwriters, or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options, rights or warrants pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof, in each case, copies of which have been made available to the Underwriters), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement (other than a registration statement on Form S-8 or Form S-4), including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters; provided that this sentence shall not apply to (A) the Shares to be sold pursuant to this Agreement, or (B) any shares of Common Stock issued or issuable in connection with any merger, consolidation, joint venture, strategic alliance or other similar transaction with another company, provided that the recipient of such shares of Common Stock agrees to be bound in writing by an agreement of the same remaining duration and terms as set forth in this Section 5(n). The Company shall cause each individual set forth on Schedule IV hereto to furnish to the Representative, prior to the date hereof, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). (o) Prior to the Closing Date or the Additional Closing Date, as the case may be, the Company will furnish to you, as promptly as possible, copies of any unaudited quarterly interim consolidated financial statements of the Company and its subsidiaries for any quarterly period subsequent to the periods covered by the financial statements appearing in the Prospectus. (p) The Company will not at any time during the Lock-Up Period, directly or indirectly, take any action designed, or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (q) The Company will use its best efforts to qualify the Shares for listing and, for a period of not less than three years, to maintain the listing of the Shares on the Nasdaq. (r) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which the Pricing Disclosure Package such Written Testing-the-Waters Communication included or the Prospectus would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingexisting at that subsequent time, not misleading, the Company will promptly notify promptly the Representative and, should the Underwriters so that any use of request, will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Written Testing-the-Waters Communications” means the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use thereinWritten Testing-the-Waters Communications, it being understood and agreed that the only such information furnished by or if any, listed on behalf of any Underwriter consists of the information described as such in Section 7(b) hereofSchedule III hereto. (e) The Company will make generally available to the Company’s securityholders and to the Underwriters as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus. (g) The Company agrees to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on the Closing Date, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatof the Underwriters: (a) The That the Company will:will furnish without charge to the Underwriters a copy of the Registration Statement, including all documents incorporated by reference therein and exhibits filed with the Registration Statement (other than exhibits which are incorporated by reference and have previously been so furnished), and, during the period mentioned in paragraph (c) below, as many written and electronic copies of the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, any documents incorporated by reference therein at or after the date thereof (including documents from which information has been so incorporated) and any supplements and amendments thereto as each Underwriter may reasonably request; (b) That the Company will cause the Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) and will promptly advise the Underwriters (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless shall have been filed; provided, that, with respect to documents filed pursuant to the 1934 Act and incorporated by reference into the Registration Statement, such notice shall only be required during such time as the Underwriters previously have been advised of, and furnished with a copy within a are required in the reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations opinion of the CommissionRepresentatives, promptly upon request by the Representative or based on advice of Hunton & Xxxxxxxx LLP, counsel for the Underwriters, any amendments to the Registration Statement deliver a prospectus (or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicablelieu thereof, the Underwritersnotice referred to in Rule 173(a) under the 1933 Act), promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to of any request by the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or Commission for any amendment or supplement thereto as of the Representative may reasonably request; and Registration Statement, (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto the institution or any order preventing or suspending the use threatening of any Preliminary Prospectus proceeding for that purpose or pursuant to Section 8A of the Prospectus 1933 Act against the Company or any Free Writing Prospectus or any amendment or supplement theretorelated to the offering, (xiv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Notes for offering or sale in any jurisdiction, (y) jurisdiction or the institution, initiation or threatening or contemplation of any proceeding for such purpose, and (v) of the receipt by the Company of any purpose identified notice from the Commission pursuant to Rule 401(g)(2) of the 1933 Act. So long as any Underwriter is required in the preceding clause (w) or (x) or pursuant to Section 8A reasonable opinion of the Securities Representatives, based on advice of Hunton & Xxxxxxxx LLP, to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), or (z) the Company will not file any request made by the Commission for amending amendment to the Registration Statement, for amending Statement or supplementing supplement to the Preliminary Prospectus or the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as which the Representatives or Hunton & Xxxxxxxx LLP shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, have reasonably objected in writing and the Company shall maintain furnish one copy of every such qualifications in effect for so long as may be necessary in order amendment or supplement to complete the placement each of the Securities; provided, however, that the Company shall not be obliged Representatives and to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with Hunton & Xxxxxxxx LLP. If the Commission or retained by shall issue a stop order suspending the Company under Rule 433; provided that the prior written consent effectiveness of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package Company will take such steps to obtain the lifting of that order as promptly as practical. If the Company receives a notice from the Commission pursuant to Rule 401(g)(2) of the 1933 Act, the Company will promptly take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Prospectus. IfNotes by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement); (c) That if, at any time prior to when in the later reasonable opinion of the Closing Date and Representatives, based on advice of Hunton & Xxxxxxxx LLP, the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including information in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the ProspectusProspectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required by law to be delivered by an Underwriter or a dealer, any event shall occur as then amended or supplemented, would include any untrue statement a result of a material fact or omit to state any material fact necessary in order to make the statements thereinwhich it is necessary, in the light reasonable opinion of the circumstances under which they were madeRepresentatives, not misleadingbased on advice of Hunton & Xxxxxxxx LLP, or if counsel for any other reason it shall be necessary at any time the Company, to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with or modify the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary information incorporated by reference therein in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, existing when the Company will notify promptly the Underwriters so that any use of information in the Pricing Disclosure Package or the Prospectus may cease until (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is delivered to a purchaser, not misleading, or if it is amended shall be necessary in the reasonable opinion of any such counsel, to amend or supplemented. The foregoing two sentences do not apply to statements in or omissions from supplement the Pricing Disclosure Package or the Prospectus based or modify such information to comply with law, the Company will forthwith (i) prepare and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to whom Notes may have been sold by the Underwriters and to any other dealers upon reasonable request, either amendments or supplements to the Pricing Disclosure Package or the Prospectus or (ii) file with the Commission documents incorporated by reference in the Pricing Disclosure Package and Prospectus, which shall be so supplied to the Underwriters and such dealers, in either case so that the statements in the Pricing Disclosure Package or the Prospectus as so amended, supplemented or modified will not, in light of the circumstances when the information in the Pricing Disclosure Package or the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package and the Prospectus will comply with law; (d) That the Company will endeavor to qualify, at its expense, the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request and to pay all filing fees, reasonable expenses and legal fees in connection therewith and in conformity connection with written information furnished to the determination of the eligibility for investment of the Notes; provided, that the Company by shall not be required to qualify as a foreign corporation or a dealer in securities or to file any Underwriter specifically for use therein, it being understood and agreed that consents to service of process under the only such information furnished by or on behalf laws of any Underwriter consists of the information described as such in Section 7(b) hereof.jurisdiction; (e) The That the Company will make generally available to its security holders and the Company’s securityholders and to holders of the Underwriters Notes as soon as practicable an earnings statement that satisfies of the Company covering a twelve-month period beginning after the Closing Date which shall satisfy the provisions of Section 11(a) of the Securities Act, 1933 Act and the rules and regulations of the Commission thereunder (including Rule 158 thereunder. If under the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e0000 Xxx).; and (f) The Company will apply That during the net proceeds from period beginning on the sale date of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package this Agreement and the Prospectus. (g) The Company agrees continuing to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on including the Closing Date, the Company will notnot offer, sell, contract to sell or otherwise distribute any notes, any security convertible into or exchangeable into or exercisable for notes or any other debt securities substantially similar to the Notes (except for the Notes issued pursuant to this Agreement), without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performanceRepresentatives.

Covenants and Agreements. The Company further Pledgor hereby covenants and agrees with each Underwriter that: (a) The Company will: (i) file except for the Prospectus security interest created by this Agreement and except for Permitted Liens, it shall not create or suffer to exist any amendment Lien upon or supplement thereto with respect to any of the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture ActCollateral, and it shall not enter into any other agreement prohibiting the respective rules and regulations creation or assumption of any Lien upon the Collateral to secure the Secured Obligations in favor of the Commission thereunder to Collateral Agent, for the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and benefit of the ProspectusSecured Parties, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative or counsel except for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectivenessTransaction Documents; (ii) without chargeupon obtaining knowledge thereof, so long as a prospectus relating it shall defend its title and the existence, perfection and priority of Collateral Agent’s security interest in and to the Securities is required Collateral (for the benefit of the Secured Parties) against all Persons (other than the Secured Parties and subject to Permitted Liens) that have instituted, or made a non- frivolous threat in writing of, any Adverse Proceeding claiming an interest therein adverse to the Secured Parties in any material respect; (iii) it shall not use any Collateral, or otherwise permit any Collateral to be delivered used, in a manner that is unlawful or in violation of any Credit Document or Governmental Rule concerning the Collateral; (iv) it will not change its name or place of business from that set forth on Schedule 4.1(A), without first giving thirty (30) Business Days (or such shorter period of time as the Collateral Agent may reasonably agree) prior written notice to the Collateral Agent, and the Pledgor will take all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement; (v) except as the result of a transaction expressly permitted under Section 6.11 of the Securities Act Credit Agreement or unless it shall have obtained the written consent of the Collateral Agent, it will not change its type of organization or jurisdiction of organization and will maintain all material rights, privileges, and franchises necessary to perform its obligations hereunder; (including vi) it shall not, without the consent of the Collateral Agent, sell, transfer, assign or otherwise dispose of any of the Collateral, except to the extent that, following the consummation of such sale, transfer, assignment or other disposition, the Collateral shall be subject to a pledge executed by the buyer, transferee, assignee or other relevant party in circumstances where such requirement may be satisfied favor of the Collateral Agent (pursuant to Rule 172a pledge agreement substantially in the form of this Agreement), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iiivii) advise it shall not take or permit any action which could materially impair the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) the institution, threatening or contemplation of any proceeding for any purpose identified Collateral Agent’s rights in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities ActCollateral, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment Pledgor’s rights to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof. (e) The Company will make generally available to the Company’s securityholders and to the Underwriters as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus. (g) The Company agrees to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on the Closing Date, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, abandon rights in the Collateral to the extent permitted hereunder or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performanceCredit Agreement and subject to Permitted Liens.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter that: (a) The Company willagrees with each of the Underwriters that: (i) Prior to the termination of the offering of the Securities, the Company will not file any amendment to the Registration Statement or supplement to the Preliminary Prospectus or the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished the Underwriters a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriters reasonably objects. Subject to the foregoing sentence, if the filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission in pursuant to the manner and applicable paragraph of Rule 424(b) within the time period required by prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. The Company will promptly advise the Underwriters (A) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under or when any Rule 462(b) Registration Statement shall have been filed with the Securities Act. During any time when a prospectus relating Commission, (B) when, prior to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations termination of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and offering of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus)Securities, any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective effective, (C) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or of any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters additional information, (D) of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto the institution or any order preventing or suspending the use threatening of any Preliminary Prospectus or proceeding for that purpose and (E) of the Prospectus or receipt by the Company of any Free Writing Prospectus or any amendment or supplement thereto, (x) notification with respect to the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) jurisdiction or the institution, initiation or threatening or contemplation of any proceeding for any purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional informationsuch purpose. The Company will use commercially its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if any such stop order is issued, to obtain as soon as possible the withdrawal thereof as promptly as possiblethereof. (bii) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172)and the 1933 Act Regulations promulgated thereunder, any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, Prospectus as then amended or supplemented, supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with the Securities Act, 1933 Act and the Exchange 1933 Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable lawRegulations promulgated thereunder, the Company promptly will promptly (A) notify the Underwriters thereof and will promptlyof any such event, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (xB) prepare and file with the Commission Commission, subject to Section 4(a)(i), an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; compliance and (yC) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to each of the Underwriters in such quantities as the Underwriters each such Underwriter may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof. (eiii) The Company will endeavor in good faith, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Underwriters may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Underwriters agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (iv) As soon as practicable, but in any event not later than 45 days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the Effective Date occurs (90 days in the event that the end of such fiscal quarter is the end of the Company’s fiscal year), the Company shall make generally available to its security holders, in the Company’s securityholders manner specified in Rule 158 under the 1933 Act, and to the Underwriters as soon as practicable Underwriters, an earnings statement that satisfies which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Securities Act, including 1933 Act and Rule 158 thereunder. If under the 1933 Act. (v) During a period of two years from the date hereof, the Company makes will furnish to its stockholders annual reports (including financial statements audited by independent public accountants) and will deliver to the Underwriters: (A) concurrently with furnishing the above-mentioned annual reports to its stockholders, statements of income of the Company for each year, in the form furnished to the Company’s stockholders and certified by the Company’s principal financial or accounting officer; (B) concurrently with furnishing the above mentioned annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders’ equity, and cash flows of the Company for such earnings statement publicly available fiscal year, accompanied by a copy of the report thereon of independent certified public accountants; (C) after the end of each fiscal quarter (excluding the fourth fiscal quarter), a balance sheet of the Company as of March 31, June 30 and September 30 of each year, together with statements of income, stockholders’ equity, and cash flows of the Company for the corresponding fiscal quarter or quarters, as the case may be; (D) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (E) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission or securities exchange on which any class of securities of the Company is listed; and (F) every press release and every news item or filing with article of interest to the Commission, it shall financial community in respect of the Company or its affiliates which was released and prepared by or on behalf of the Company. Delivery to the Underwriters will be deemed to have satisfied its obligations under this paragraph been made to the extent the Company has filed the above-referenced materials (e)including those in Section 4(a)(iv) above) with the Commission. (fvi) For a period of one year from the Closing Date, the Company shall use its best efforts to furnish to the Underwriters, at the Underwriters’ request and at the Company’s sole expense, on a quarterly basis (i) a readily available list of the securities positions of participants in the Depository Trust Company in the Common Stock and (ii) as provided from the transfer agent to the Company, a list of holders of all of the Company’s securities. (vii) The Company will furnish to the Underwriters and Underwriters’ Counsel, without charge, at such place as the Underwriters may designate, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act and the 1933 Act Regulations promulgated thereunder, as many copies of the Preliminary Prospectus and the Prospectus and any supplement thereto as the Underwriters may reasonably request. (viii) At the Execution Time, the Underwriter shall have received an agreement substantially in the form of Exhibit A hereto signed by the persons listed on Schedule C hereto (the “Lock-Up Agreements”). On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate stop transfer orders on the Company’s ledgers, subject to the terms and conditions of the Lock-Up Agreements. (ix) The Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the 1933 Act relating to, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of the Underwriters for a period of 90 days (“Lock-Up Period”) after the Execution Date (as defined herein); provided, however, that if (A) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (B) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the foregoing restrictions will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriters waive, in writing, such extension; the Company will provide the Underwriters and each stockholder subject to the Lock-Up Period pursuant to the lock-up letters described in Section 4(a)(viii) with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period. In addition, the foregoing restriction will not apply to the filing of a registration statement on Form S-8 under the 1933 Act to register securities issuable under the Company’s existing employee benefit plans, issuance of Common Stock upon exercise of an existing option or warrant or conversion of existing preferred stock, or the Company’s granting of awards pursuant to the Company’s existing employee benefit plans. (x) Prior to the completion of the distribution of the Securities by the Underwriters, neither the Company nor any of its officers or directors nor any of their respective affiliates (within the meaning of the Exchange Act) will take, and the Company will use its reasonable best efforts to prevent any 5% stockholder from taking, directly or indirectly, any action designed to, or which might in the future reasonably be expected to, cause or result in, under the Exchange Act and the rules and regulations thereunder or otherwise, stabilization or manipulation of the price of the Common Stock or any other reference security with respect to the Common Stock, whether to facilitate the sale or resale of the Securities or otherwise, and the Company will, and will use reasonable efforts to cause each of its affiliates to, comply with all applicable provisions of Regulation M in connection with the distribution of the Securities. (xi) The Company shall apply the net proceeds from the sale of the Securities as in the manner, and subject to the conditions, set forth under “Use of Proceeds” in the Pricing Disclosure Package and Prospectus. Except as described in the Prospectus, no portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (gxii) The Company agrees shall timely file all such reports, forms or other documents as may be required from time to pay time, under the required Commission filing fees relating 1933 Act, the Exchange Act and the rules and regulations promulgated thereunder and all such reports, forms and documents filed will comply as to form and substance in all material respects with the Securities in accordance with Rules 456 applicable requirements under the 1933 Act, the Exchange Act and 457 of the Securities Actrules and regulations promulgated thereunder. (hxiii) Until midnightThe Company shall cause the Securities to be listed, New York City timesubject to notice of issuance, on the Closing Date, NASDAQ Global Market and shall use its reasonable best efforts to maintain the listing of the Common Stock by the NASDAQ Global Market for so long as shares of Common Stock are listed on the NASDAQ Global Market. (xiv) The Company has not made and will notnot make, without the prior written consent of the Representative Underwriters, any offer relating to the Securities using supplementary offering materials, including any materials that would constitute an “issuer free writing prospectus”, as defined in Rule 405 under the 1933 Act. (which consent may be withheld at the sole discretion b) The Selling Shareholder agrees with each of the Representative)Underwriters that: (i) The Selling Shareholder will not take, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Actaction designed, or otherwise dispose of or transferwhich will constitute, or announce the offering ofhas constituted, or file might reasonably be expected to cause or result in the stabilization or manipulation of the price of any registration statement under the Securities Act in respect of, any debt securities security of the Company to facilitate the sale or securities exchangeable for or convertible into debt securities resale of the Company. Securities. (ii) The Representative Selling Shareholder will pay or cause to be paid all taxes, if any, on behalf the transfer and sale of the several Underwriters, may, in its sole discretion, waive in writing the performance Shares being sold by the Company Selling Shareholder. (iii) Prior to or concurrently with the execution and delivery of any one or more this Agreement, to execute and deliver to the Underwriters a Power of the foregoing covenants or extend the time for their performanceAttorney, a Custody Agreement and a Lock-Up Agreement.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatof the Underwriters: (a) The That the Company will:will furnish without charge to the Underwriters a copy of the Registration Statement, including all documents incorporated by reference therein and exhibits filed with the Registration Statement (other than exhibits which are incorporated by reference and have previously been so furnished), and, during the period mentioned in paragraph (c) below, as many written and electronic copies of the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, any documents incorporated by reference therein at or after the date thereof (including documents from which information has been so incorporated) and any supplements and amendments thereto as each Underwriter may reasonably request; (b) That the Company will cause the Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) and will promptly advise the Underwriters (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless shall have been filed; provided, that, with respect to documents filed pursuant to the 1934 Act and incorporated by reference into the Registration Statement, such notice shall only be required during such time as the Underwriters previously have been advised of, and furnished with a copy within a are required in the reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations opinion of the CommissionRepresentatives, promptly upon request by the Representative or based on advice of Xxxxxx Xxxxxxx Xxxxx LLP, counsel for the Underwriters, any amendments to the Registration Statement deliver a prospectus (or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicablelieu thereof, the Underwritersnotice referred to in Rule 173(a) under the 1933 Act), promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to of any request by the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or Commission for any amendment or supplement thereto as of the Representative may reasonably request; and Registration Statement, (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto the institution or any order preventing or suspending the use threatening of any Preliminary Prospectus proceeding for that purpose or pursuant to Section 8A of the Prospectus 1933 Act against the Company or any Free Writing Prospectus or any amendment or supplement theretorelated to the offering, (xiv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Notes for offering or sale in any jurisdiction, (y) jurisdiction or the institution, initiation or threatening or contemplation of any proceeding for such purpose, and (v) of the receipt by the Company of any purpose identified notice from the Commission pursuant to Rule 401(g)(2) of the 1933 Act. So long as any Underwriter is required in the preceding clause (w) or (x) or pursuant to Section 8A reasonable opinion of the Securities Representatives, based on advice of Xxxxxx Xxxxxxx Xxxxx LLP, to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), or (z) the Company will not file any request made by the Commission for amending amendment to the Registration Statement, for amending Statement or supplementing supplement to the Preliminary Prospectus or the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as which the Representatives or Hunton Xxxxxxx Xxxxx LLP shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, have reasonably objected in writing and the Company shall maintain furnish one copy of every such qualifications in effect for so long as may be necessary in order amendment or supplement to complete the placement each of the Securities; provided, however, that the Company shall not be obliged Representatives and to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with Hunton Xxxxxxx Xxxxx LLP. If the Commission or retained by shall issue a stop order suspending the Company under Rule 433; provided that the prior written consent effectiveness of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package Company will take such steps to obtain the lifting of that order as promptly as practical. If the Company receives a notice from the Commission pursuant to Rule 401(g)(2) of the 1933 Act, the Company will promptly take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Prospectus. IfNotes by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement); (c) That if, at any time prior to when in the later reasonable opinion of the Closing Date and Representatives, based on advice of Xxxxxx Xxxxxxx Xxxxx LLP, the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including information in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the ProspectusProspectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required by law to be delivered by an Underwriter or a dealer, any event shall occur as then amended or supplemented, would include any untrue statement a result of a material fact or omit to state any material fact necessary in order to make the statements thereinwhich it is necessary, in the light reasonable opinion of the circumstances under which they were madeRepresentatives, not misleadingbased on advice of Xxxxxx Xxxxxxx Xxxxx LLP, or if counsel for any other reason it shall be necessary at any time the Company, to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with or modify the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary information incorporated by reference therein in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, existing when the Company will notify promptly the Underwriters so that any use of information in the Pricing Disclosure Package or the Prospectus may cease until (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, not misleading, or if it is amended shall be necessary in the reasonable opinion of any such counsel, to amend or supplemented. The foregoing two sentences do not apply to statements in or omissions from supplement the Pricing Disclosure Package or the Prospectus based or modify such information to comply with law, the Company will forthwith (i) prepare and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to whom Notes may have been sold by the Underwriters and to any other dealers upon reasonable request, either amendments or supplements to the Pricing Disclosure Package or the Prospectus or (ii) file with the Commission documents incorporated by reference in the Pricing Disclosure Package and Prospectus, which shall be so supplied to the Underwriters and such dealers, in either case so that the statements in the Pricing Disclosure Package or the Prospectus as so amended, supplemented or modified will not, in light of the circumstances when the information in the Pricing Disclosure Package or the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package and the Prospectus will comply with law; (d) That the Company will endeavor to qualify, at its expense, the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request and to pay all filing fees, reasonable expenses and legal fees in connection therewith and in conformity connection with written information furnished to the determination of the eligibility for investment of the Notes; provided, that the Company by shall not be required to qualify as a foreign corporation or a dealer in securities or to file any Underwriter specifically for use therein, it being understood and agreed that consents to service of process under the only such information furnished by or on behalf laws of any Underwriter consists of the information described as such in Section 7(b) hereof.jurisdiction; (e) The That the Company will make generally available to its security holders and the Company’s securityholders and to holders of the Underwriters Notes as soon as practicable an earnings statement that satisfies of the Company covering a twelve-month period beginning after the Closing Date which shall satisfy the provisions of Section 11(a) of the Securities Act, 1933 Act and the rules and regulations of the Commission thereunder (including Rule 158 thereunder. If under the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e1933 Act).; and (f) The Company will apply That during the net proceeds from period beginning on the sale date of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package this Agreement and the Prospectus. (g) The Company agrees continuing to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on including the Closing Date, the Company will notnot offer, sell, contract to sell or otherwise distribute any notes, any security convertible into or exchangeable into or exercisable for notes or any other debt securities substantially similar to the Notes (except for the Notes issued pursuant to this Agreement), without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performanceRepresentatives.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatthe several Underwriters as follows: (a) The Company will: will use its best efforts to cause the Registration Statement and any amendments thereto to become effective, if it has not already become effective, and will advise you promptly and, if requested by you, will confirm such advice in writing (i) file when the Prospectus Registration Statement has become effective and the time and date of any filing of any post-effective Registration Statement or any amendment or supplement thereto with to any Preliminary Prospectus or the Commission in the manner Prospectus and within the time period required by and date that any post-effective amendment to the Registration Statement becomes effective, (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (xiii) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance receipt of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations comments of the Commission, promptly upon or any request by the Representative or counsel Commission for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Registration Statement, any Preliminary Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters additional information, (iv) of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, (y) jurisdiction or the institution, threatening or contemplation initiation of any proceeding for such purposes and (v) within the period of time referred to in Section 5(h) below, of any purpose identified change in the preceding clause Company's condition (w) financial or (x) other), business, prospects, properties, net worth or pursuant results of operations, or other event that comes to Section 8A the attention of the Securities ActCompany and, which change or other event, in the judgment of the Company, makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (zas then amended or supplemented) to comply with the Act or any request made by other law. If at any time the Commission for amending shall issue any stop order suspending the effectiveness of the Registration Statement, for amending the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the Prospectus or for additional informationearliest possible time. The Company will use commercially reasonable efforts to prevent provide the issuance Underwriters with copies of any the form of Prospectus, in such stop order andnumber as the Underwriters may reasonably request, if any and file with the Commission such stop order is issued, to obtain Prospectus in accordance with Rule 424(b) of the withdrawal thereof as promptly as possibleAct before the close of business on the first business day immediately following the date hereof. (b) The Company will cooperate furnish to you, without charge, three signed duplicate originals of the Registration Statement as originally filed with the Underwriters in qualifying the Securities for offering Commission and sale in of each jurisdiction as the Representatives shall designate includingamendment thereto, but not limited toincluding financial statements and all exhibits thereto, pursuant and will also furnish to applicable state securities (“Blue Sky”) laws you, without charge, such number of certain states conformed copies of the United States Registration Statement as originally filed and of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long each amendment thereto as you may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjectreasonably request. (c) The Company agrees thatwill promptly file with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, unless it obtains in the prior written consent judgment of the RepresentativeCompany or the Representatives, be required by the Act or requested by the Commission. (d) The Company will furnish a copy of any amendment or supplement to the Registration Statement or to the Prospectus or any Issuer Free Writing Prospectus to you and each Underwriter, severally counsel for Underwriters and will not jointly, agrees with file any such amendment or supplement or any such Issuer Free Writing Prospectus to which the Representatives reasonably object. (e) The Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities Common Stock that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the without your prior consent. (f) The Company will retain in accordance with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Act all Issuer Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by pursuant to the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act Act; and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, if at any time prior to after the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), hereof any event occurs events shall have occurred as a result of which the Registration Statement, the Pricing Disclosure Package or the any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or or, if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus any Issuer Free Writing Prospectus, to comply with the Securities Actnotify you and, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable lawupon your request, the Company will promptly notify the Underwriters thereof to file such document and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amendment to the Registration Statement amended or amendment or supplement to the Pricing Disclosure Package or the supplemented Issuer Free Writing Prospectus which that will correct such conflict, statement or omission or effect such compliance; and . (yg) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus Prior to the Underwriters execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(h) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (h) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (the "Prospectus Delivery Period"), and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. If there occurs an event The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or development as a result supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Pricing Disclosure Package or Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus would include an untrue statement is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of material fact (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Registration Statement or would omit (ii) the expiration of prospectus delivery requirements with respect to state a material fact necessary the Shares under Section 4(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances then prevailingunder which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with the Act or any other law, the Company will notify promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply forthwith prepare and, subject to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b5(a) hereof, file with the Commission and use its best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment thereto, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. (ei) The Company will cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event that the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise you promptly in writing. (j) The Company will make generally available to its security holders a consolidated earnings statement (in form complying with the Company’s securityholders provisions of Rule 158), which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and to the Underwriters Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable an after the end of such period, which consolidated earnings statement that satisfies shall satisfy the provisions of Section 11(a) of the Securities Act. (k) During the Prospectus Delivery Period, including Rule 158 thereunder. If the Company makes such earnings statement publicly available will file all documents required to be filed with the Commission pursuant to Sections 13, 14 and 15 of the Exchange Act in the manner and within the time periods required by press release the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "Exchange Act"). (l) During the period ending three years from the date hereof, the Company will furnish to you and, upon your request, to each of the other Underwriters, as promptly as practicable after they have been filed or filing mailed, as the case may be, a copy of each proxy statement, quarterly or annual report or other report of the Company mailed to shareholders or filed with the Commission, it shall be deemed to have satisfied its obligations under this paragraph the National Association of Securities Dealers, Inc. (e)the "NASD") or the Nasdaq Stock Market ("NASDAQ") or any national securities exchange, in each such case unless they are otherwise available on the Commission's XXXXX system. (fm) If this Agreement shall terminate or shall be terminated pursuant to clause (i) of Section 12 hereof or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse you and the other Underwriters for all out-of-pocket expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by you) reasonably incurred by you in connection herewith. (n) The Company will apply the net proceeds from the sale of the Securities as set forth Shares to be sold by it hereunder in accordance in all material respects with the statements under “the caption "Use of Proceeds” " in the Pricing Disclosure Package and the Prospectus. (go) The Company agrees to pay For a period commencing on the required Commission filing fees relating to date hereof and ending on the Securities in accordance with Rules 456 and 457 90th day after the date of the Securities Act. Prospectus (h) Until midnight, New York City time, on the Closing Date"Lock-Up Period"), the Company will shall not, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative (which consent may be withheld at the sole discretion Representatives on behalf of the RepresentativeUnderwriters, and shall cause each executive officer and director of the Company set forth on Schedule III hereto to furnish to the Representatives, prior to the Closing Date, a letter or letters, substantially in the form of Exhibit A hereto (the "Lock-Up Agreements"); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representatives, on behalf of the Underwriters, waive such extension in writing. (p) Prior to the Closing Date or the Additional Closing Date, as the case may be, the Company will furnish to you, as promptly as possible, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus. (q) The Company will comply with all provisions of any undertakings contained in the Registration Statement. (r) The Company will not at any time, directly or indirectly, selltake any action designed, offeror which might reasonably be expected to cause or result in, contract or grant which will constitute, stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any option to sellof the Shares. (s) Until the completion of the offering. the Company will timely file with NASDAQ all documents and notices required by the NASDAQ of companies that have or will issue securities that are traded on the NASDAQ. (t) The Company shall engage and maintain, pledgeat its expense, a transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 agent and, if necessary under the Exchange Act, jurisdiction of its incorporation or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company rules of any one or more of national securities exchange on which the foregoing covenants or extend Common Stock is listed, a registrar (which, if permitted by applicable laws and rules may be the time same entity as the transfer agent) for their performancethe Common Stock.

Covenants and Agreements. The Company further covenants (a) Each of the Partnership Parties, jointly and severally, agrees with each the Underwriter that: (ai) Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus unless the Partnership has furnished the Underwriter a copy for its review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. The Company will:Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Underwriter with the Commission pursuant to the applicable paragraph of Rule 424(b) of the Rules and Regulations within the time period prescribed and will provide evidence satisfactory to the Underwriter of such timely filing. The Partnership will promptly advise the Underwriter (A) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) of the Rules and Regulations, (B) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (C) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Prospectus or for any additional information, (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (E) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Partnership will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. (iii) file If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b) of the Rules and Regulations, any event occurs as a result of which (A) the Disclosure Package or any Issuer Free Writing Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (B) any Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus, the Partnership will (x) notify promptly the Underwriter so that any use of the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, may cease until it is amended or supplemented; (y) amend or supplement the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, to correct such statement, omission or conflict; and (z) supply any amendment or supplement thereto with to the Commission Underwriter in the manner and within the time period required by Rule 424(bsuch quantity as it may reasonably request. (iii) under the Securities Act. During If, at any time when a prospectus relating to the Securities Units is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 of the Rules and Regulations), any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act, the Partnership promptly will (A) notify the Underwriter of any such event; (B) prepare and file with the Commission, subject to the second sentence of subsection (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (C) supply any supplemented Prospectus to the Underwriter in such quantity as it may reasonably request. (iv) As soon as practicable, but in any event not later than sixteen months after the Effective Date, the Partnership will make generally available to its unitholders and to the Underwriter an earnings statement or statements of the Partnership and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Rules and Regulations. (v) The Partnership will furnish (or otherwise make available) to the Underwriter and counsel for the Underwriter, without charge, signed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or and any amendment or supplement thereto as the Representative Underwriter may reasonably request; and. The Partnership will pay the expenses of printing or other production of all documents relating to the offering. (iiivi) advise the UnderwritersThe Partnership will arrange, promptly after receiving notice or obtaining knowledge thereofif necessary, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of for the qualification of the Securities Units for offering or sale in any jurisdiction, (y) under the institution, threatening or contemplation laws of any proceeding for any purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction jurisdictions as the Representatives shall Underwriter may reasonably designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall will maintain such qualifications in effect for so long as may be necessary in order to complete required for the placement distribution of the SecuritiesUnits; provided, however, that in no event shall the Company shall Partnership be obligated to qualify to do business in any jurisdiction where it is not be obliged now so qualified or to file take any general consent action that would subject it to service of process in suits, other than those arising out of the offering or to qualify as a foreign corporation or as a securities dealer sale of the Units, in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which where it is not otherwise now so subject. (cvii) The Company agrees thatExcept as set forth in this Agreement, unless it obtains during the period beginning on and including the date of this Agreement through and including the date that is the 45th day after the date of this Agreement (such period, as the same may be extended pursuant to the provisions set forth in the next sentence, is hereinafter called the “Lock-Up Period”), the Partnership Parties will not, without the prior written consent of the RepresentativeUnderwriter, issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units, except that the restrictions set forth in this Section 5(a)(x) shall not apply to (A) the issuance of Common Units or any securities convertible or exchangeable into Common Units as payment of any part of the purchase price for businesses that are acquired by the Partnership; provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(a)(x) for the remaining term of the Lock-Up Period; (B) issuances of restricted Common Units by the Partnership pursuant to the General Partner’s Long-Term Incentive Plan and (C) issuances of Common Units upon the exercise of options issued under the General Partner’s Long-Term Incentive Plan. (viii) The Partnership Parties will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (ix) The Partnership agrees to pay the costs and expenses relating to the following matters: (A) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and each Underwriteramendment or supplement to any of them; (B) the printing (or reproduction) and delivery (including postage, severally air freight charges and not jointlycharges for counting and packaging) of such copies of the Registration Statement, agrees each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Company offering and sale of the Units; (C) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the sale of the Units; (D) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (E) the registration of the Units under the Exchange Act and the listing of the Units on the NASDAQ Global Market (“NASDAQ”); (F) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriter relating to such registration and qualification); (G) filing fees related to the registration and qualification with the Financial Industry Regulatory Authority (“FINRA”); (H) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership; and (I) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder; provided, that except as expressly provided in this Section 5(a)(xii) and Section 8, the Selling Unitholder and the Underwriter shall pay their own respective costs and expenses, including the costs and expenses of their counsel. (x) The Partnership agrees that, unless it has or shall have obtained the prior written consent of the Underwriter, and the Underwriter agrees with the Partnership that, unless it has or will obtainshall have obtained, as the case may be, the prior written consent of the CompanyPartnership, it has not made and will not make any offer relating to the Securities Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus (as defined in Rule 405 of the Rules and Regulations) required to be filed by the Company Partnership with the Commission or retained by the Company Partnership under Rule 433433 of the Rules and Regulations; provided provided, that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule B hereto, II hereto and any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing informationshow. Any such Free Writing Prospectus free writing prospectus consented to by the Representative Underwriter or the Company Partnership is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership agrees that (xA) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (yB) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (db) The Company will comply Selling Unitholder agrees with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof.that: (ei) The Company will make generally available to During the Company’s securityholders and to the Underwriters as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities ActLock-Up Period, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from excluding the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus. (g) The Company agrees Units pursuant to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on the Closing Datethis Agreement, the Company Selling Unitholder will not, without the prior written consent of the Representative Underwriter, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units. (which consent may be withheld at ii) The Selling Unitholder will not use or refer to, or permit any person acting on the sole discretion Selling Unitholder’s behalf (other than, if applicable, the Partnership Parties and the Underwriter) to use or refer to, any “free writing prospectus” (as defined in Rule 405 of the Representative)Rules and Regulations) relating to the Units. (iii) The Selling Unitholder will not take, directly or indirectly, sellany action designed to or that would constitute or that might reasonably be expected to cause or result in, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange ActAct or otherwise, stabilization or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities manipulation of the Company or securities exchangeable for or convertible into debt securities price of any security of the Company. The Representative on behalf Partnership to facilitate the sale or resale of the several UnderwritersUnits. (iv) The Selling Unitholder will deliver to the Underwriter prior to the Closing Date a properly completed and executed United States Treasury Department Form W-9 or other applicable form. (v) The Selling Unitholder will cooperate and furnish such information as may be necessary for any filing for review of the public offering of the Units by FINRA. (vi) The Selling Unitholder will pay all applicable state transfer taxes, mayif any, involved in its sole discretion, waive in writing the performance transfer to the Underwriter of the Units to be purchased by the Company of any one or more of Underwriter from the foregoing covenants or extend the time for their performanceSelling Unitholder.

Covenants and Agreements. (a) Each Underwriter, severally and not jointly, and solely as to itself, represents and warrants to and agrees with the Trust Manager, Westpac and the Issuer Trustee that as of the date hereof and as of the Closing Date, such Underwriter has complied with all of its obligations hereunder, including, without limitation, Section 11. (b) The Company further Trust Manager covenants and agrees with each Underwriter that: (a) The Company willof the several Underwriters as follows: (i) file To prepare the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required by to file such Prospectus pursuant to Rule 424(b) under the Securities Act. During Act not later than the time required thereby; to make no further amendment or any time when a prospectus relating supplement to the Securities Registration Statement or to the Prospectus prior to the Closing Date except as permitted herein; to advise the Underwriters, promptly after it receives notice thereof, of the time, during the period that a Prospectus is required to be delivered under in connection with the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act offer and the Trust Indenture Act, and the respective rules and regulations sale of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the ProspectusNotes, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), when any amendment to the Registration Statement has been filed or becomes effective or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements supplement to the Prospectus that may or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; to file promptly all reports or definitive proxy or information statements required to be necessary filed by the Trust Manager with the SEC pursuant to comply with lawSection 13(a), in the reasonable judgment 13(c), 14 or 15(d) of the Representative or counsel Exchange Act subsequent to the date of the Prospectus and, for so long as the Underwriters, delivery of a prospectus is required in connection with the distribution offering or sale of the Securities by the Underwriters. The Company has advised or will adviseNotes, as applicable, the Underwriters, to promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for advise the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies its receipt of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission SEC of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or of: (a) any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, with respect to the Notes; (xb) the suspension of the qualification of the Securities Notes for offering or sale in any jurisdiction, ; (yc) the institution, threatening initiation of or contemplation threat of any proceeding for any purpose identified in the preceding clause such purpose; (w) or (x) or pursuant to Section 8A of the Securities Act, or (zd) any request made by the Commission SEC for amending the Registration Statement, for amending or supplementing of the Registration Statement or the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent In the event of the issuance of any such stop order and, if or of any order preventing or suspending the use of the Prospectus or suspending any such stop order is issuedqualification, the Trust Manager promptly shall use its best efforts to obtain the withdrawal thereof of such order by the SEC; (ii) To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the SEC, including all consents and exhibits filed therewith; (iii) To deliver promptly to the Underwriters such number of the following documents as possible. the Underwriters shall reasonably request: (a) conformed copies of the Registration Statement as originally filed with the SEC and each amendment thereto (in each case including exhibits); (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering Prospectus and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America any amended or other U.S. jurisdictions, supplemented Prospectus; and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be document filed by the Company with the Commission or retained Trust Manager and incorporated by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and reference in the Registration Statement, Prospectus (including exhibits thereto). If the Pricing Disclosure Package and the Prospectus. If, delivery of a prospectus is required at any time prior to the later expiration of nine months after the Effective Time in connection with the offering or sale of the Closing Date Notes, and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where if at such requirement may be satisfied pursuant to Rule 172), time any event occurs events shall have occurred as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, Prospectus as then amended or supplemented, supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading, or or, if for any other reason it shall be necessary at any time during such same period to amend the Registration Statement or amend or supplement the Pricing Disclosure Package Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly Manager shall notify the Underwriters thereof and, upon the request of the Underwriters, shall file such document and will promptly, at its own expense, but subject prepare and furnish without charge to the second sentence Underwriters and provide as many copies as the Underwriters may from time to time reasonably request of Section 3(a)(i) hereof: (x) an amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance, and in case the Underwriters are required to deliver a Prospectus in connection with sales of any of the Notes at any time nine months or more after the Closing Date, upon the request and expense of the Underwriters, the Trust Manager shall prepare and deliver to the Underwriters as many copies as the Underwriters may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act. Neither the Underwriters’ consent nor the Underwriters’ delivery of any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 of this Agreement; (iv) To file promptly with the Commission an SEC any amendment to the Registration Statement or amendment the Prospectus or any supplement to the Pricing Disclosure Package Prospectus that may, in the reasonable judgment of the Trust Manager or the Underwriters, be required by the Securities Act or requested by the SEC; (v) Prior to filing with the SEC any (a) supplement to the Prospectus which will correct such statement or omission or effect such compliance; (b) Prospectus pursuant to Rule 424 of the Rules and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus Regulations, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of the Underwriters to the filing, which consent shall not be reasonably withheld; (vi) To use its best efforts, in cooperation with the Underwriters, to qualify the Notes for offering and sale under the applicable securities laws of such quantities states and other jurisdictions of the United States as the Underwriters and Trust Manager may reasonably requestagree, and maintain or cause to be maintained such qualifications in effect for as long as may be required for the distribution of the Notes; provided that the Trust Manager shall not be required to become subject to any general consent to service of process or jurisdiction in any jurisdiction in which it is not so qualified as of the date of this Agreement. If there occurs an event The Trust Manager will file or development cause the filing of such statements and reports as a result may be required by the laws of each jurisdiction in which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters Notes have been so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof.qualified; (evii) The Company will to make generally available to the Company’s securityholders holders of the Notes and to the Underwriters Representative as soon as practicable an earnings statement that satisfies covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act, including Act and Rule 158 thereunder. If of the Company makes Rules and Regulations; (viii) so long as the Notes are outstanding, to furnish to the Representative (a) on request, copies of each certificate, the annual statements of compliance and the annual independent certified public accountant’s audit report on the financial statements furnished to the Trustee pursuant to the Basic Documents by first class mail as soon as practicable after such earnings statement publicly statements and reports are furnished to the Trustee, (b) copies of each amendment to any of the Basic Documents, (c) on each Determination Date or as soon thereafter as practicable, the Bond Factor as of the related Record Date shall be available by press release to the Representative on Bloomberg , (d) on request, copies of all reports or filing other communications (financial or other) furnished to holders of the Notes, and copies of any reports and financial statements furnished to or filed with the CommissionSEC, it shall be deemed to have satisfied its obligations under this paragraph any governmental or regulatory authority or any national securities exchange and (e) from time to time such other information concerning the Trust or the Trust Manager as the Representative may reasonably request; (ix) to the extent, if any, that the ratings provided with respect to the Notes by the Rating Agencies are conditional upon the furnishing of documents or the taking of any other action by the Trust Manager, the Trust Manager shall use its best efforts to furnish such documents and take any other such action; (x) to assist the Representative to make arrangements with DTC, Euroclear system (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream Luxembourg”) concerning the issue of the Notes and related matters; and (xi) to not take, or cause to be taken, any action and will not knowingly permit any action to be taken which it knows or has reason to believe would result in the Notes not being assigned the ratings referred to in Section 6(xiv) below. (fc) The Company will apply Issuer Trustee covenants and agrees with each of the Westpac Parties and each of the several Underwriters as follows: (i) to use the net proceeds received by the Issuer Trustee from the sale of the Securities as set forth Notes pursuant to this Agreement in the manner specified in the Prospectus under the caption “Use of Proceeds” ”; (ii) the Issuer Trustee will notify the Representative promptly after it becomes actually aware of any matter which would make any of its representations, warranties, agreements and indemnities herein untrue if given at any time prior to payment being made to the Issuer Trustee on the Closing Date and take such steps as may be reasonably requested by the Representative to remedy and/or publicize the same; (iii) the Issuer Trustee will pay any stamp duty or other issue, transaction, value added or similar tax, fee or duty (including court fees) in relation to the execution of, or any transaction carried out pursuant to, the Agreements or in connection with the issue and distribution of the Notes or the enforcement or delivery of this Agreement; (iv) the Issuer Trustee will use all reasonable endeavors to procure satisfaction on or before the Closing Date of the conditions referred to in Section 6 below and, in particular (a) the Issuer Trustee shall execute those of the Basic Documents not executed on the date hereof on or before the Closing Date, and (b) the Issuer Trustee will assist the Representative to make arrangements with DTC, Euroclear and Clearstream Luxembourg concerning the issue of the Notes and related matters; (v) the Issuer Trustee will procure that the charges created by or contained in the Pricing Disclosure Package and the Prospectus.Security Trust Deed are registered within all applicable time limits in all appropriate registers; (gvi) The Company agrees to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 Issuer Trustee will perform all its obligations under each of the Securities Act. (h) Until midnight, New York City time, Basic Documents to which it is a party which are required to be performed prior to or simultaneously with closing on the Closing Date; and (vii) the Issuer Trustee will not take, or cause to be taken, any action and will not knowingly permit any action to be taken which it knows or has reason to believe would result in the Company Notes not being assigned the ratings referred to in Section 6(xiv) below; and the Issuer Trustee will not, not prior to or on the Closing Date amend the terms of any Basic Document nor execute any of the Basic Documents other than in the agreed form without the prior written consent of the Representative parties hereto. (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf d) Westpac covenants and agrees with each of the several UnderwritersUnderwriters that, mayall fees, in its sole discretion, waive in writing costs and expenses incident to the performance by of its obligations hereunder, including the Company Commission payable to the Underwriters for the performance of any one or more of the foregoing covenants or extend the time for their performanceobligations under this Agreement, shall be paid as set forth in this Agreement.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatthe several Underwriters as follows: (a) The Company will: will use its reasonable best efforts to cause any amendments to the Registration Statement to become effective, and will advise you promptly and, if requested by you, will confirm such advice in writing (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within of the time period required by Rule 424(b) under the Securities Act. During and date of any time when a prospectus relating filing of any post-effective amendment to the Securities is required to be delivered under the Securities ActRegistration Statement, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission filing of any amendment or supplement to the Base Prospectus (including the Preliminary Prospectus or the Prospectus, and of the time and date that any Preliminary Prospectus), any post-effective amendment to the Registration Statement becomes effective, (ii) if Rule 430B under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus, or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative Commission to prepare or counsel for the Underwriters, file any amendments to the Registration Statement or amendments or supplements to the Registration Statement, the Preliminary Prospectus that may be necessary to comply with lawor the Prospectus, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities any request by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will Commission to provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus additional information relating to the Securities is required to be delivered under Company or the Securities Act offer and sale of the Shares, (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies iv) of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, (y) jurisdiction or the institution, threatening or contemplation initiation of any proceeding for such purposes, and (v) within the Prospectus Delivery Period (as defined below), of any purpose identified change in the preceding clause Company’s condition (w) financial or (x) otherwise), business, prospects, properties, net worth or pursuant results of operations, or of any event that comes to Section 8A the attention of any officer of the Securities ActCompany that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (zas then amended or supplemented) to comply with the Act or any request made by other law. If at any time the Commission for amending shall issue any stop order suspending the effectiveness of the Registration Statement, for amending the Company will promptly advise the Representative and make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the Prospectus or for additional informationearliest possible time. The Company will use commercially reasonable efforts to prevent provide the issuance Underwriters with copies of any the form of Prospectus, in such stop order andnumber as the Underwriters may reasonably request, if any and file with the Commission such stop order is issued, to obtain Prospectus in accordance with the withdrawal thereof as promptly as possiblerequirements of Rule 424(b) under the Act. (b) The Company will cooperate furnish to you, without charge, two signed copies of the Registration Statement as originally filed with the Underwriters in qualifying the Securities for offering Commission and sale in of each jurisdiction as the Representatives shall designate includingamendment thereto, but not limited toincluding financial statements and all exhibits thereto, pursuant and will also furnish to applicable state securities (“Blue Sky”) laws you, without charge, such number of certain states conformed copies of the United States Registration Statement as originally filed and of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long each amendment thereto as you may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjectreasonably request. (c) The Company agrees thatwill promptly file with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, unless it obtains in the prior written consent judgment of the RepresentativeCompany or the Representative be required by the Act or requested by the Commission. (d) The Company will furnish a copy of any amendment or supplement to the Registration Statement or to the Prospectus to you and your counsel, and each Underwriter, severally and not jointly, agrees obtain your consent prior to filing any of those with the Commission. (e) The Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities Common Stock that would constitute an “Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by Prospectus” (as defined in Rule 405 under the Company with the Commission or retained by the Company under Rule 433; provided that Act) unless it obtains the prior written consent of the parties hereto shall be deemed to have been given Representative. (f) The Company will retain in respect of accordance with the Act all Issuer Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by pursuant to the Company Act; and if at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplements, would conflict with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and information in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package most recent Preliminary Prospectus or the Prospectus, as then amended Prospectus or supplemented, would include any an untrue statement of a material fact or omit 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, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have or may hereafter reasonably request, copies of the Preliminary Prospectus. Consistent with the provisions of Section 5(i) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdiction in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of the Preliminary Prospectus. (h) During the Prospectus Delivery Period (as defined below), the Company will file all documents required to be filed with the Commission pursuant to Sections 13, 14 and 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act (subject to applicable extension periods). (i) As soon after the execution and delivery of this Agreement as is practicable, and thereafter from time to time during the period for which the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer (such period, the “Prospectus Delivery Period”), and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto prepared by the Company) as it may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto prepared by the Company) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for the Prospectus Delivery Period. If at any time prior to the later of (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Prospectus or (ii) the expiration of the Prospectus Delivery Period, any event shall occur that, in the judgment of the Company or in the opinion of counsel for the Underwriters, is required to be set forth in the Prospectus (as then amended or supplemented) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason the Company and the Representative determine it shall be is necessary at any time to amend the Registration Statement supplement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable any other law, the Company will promptly notify the Underwriters thereof and will promptlyprepare and, at its own expense, but subject to the second sentence of Section 3(a)(i5(a) hereof: (x) prepare and , file with the Commission Commission, an appropriate supplement or amendment thereto, and will furnish to the Registration Statement or amendment or supplement Representative, and to the Pricing Disclosure Package or the Prospectus which each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. (j) The Company will correct such statement or omission or effect such compliance; use reasonable best efforts to cooperate with you and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such quantities jurisdictions as the Underwriters you may reasonably request. If there occurs an event designate and will file such consents to service of process or development other documents as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact may be reasonably necessary in order to make effect and maintain such registration or qualification for so long as required to complete the statements thereindistribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the light event that the qualification of the circumstances then prevailing, not misleadingShares in any jurisdiction is suspended, the Company will notify shall so advise you promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereofwriting. (ek) The Company will make generally available to its security holders a consolidated earnings statement (in form complying with the Company’s securityholders provisions of Rule 158), which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and to the Underwriters ending not later than 15 months thereafter, as soon as practicable an after the end of such period, which consolidated earnings statement that satisfies shall satisfy the provisions of Section 11(a) of the Securities Act. (l) During the period ending three years from the date hereof, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release will furnish to you and, upon your request, to each of the other Underwriters, as soon as available, a copy of each proxy statement, quarterly or filing annual report or other report of the Company mailed to stockholders or filed with the Commission, it provided that the Company’s obligation pursuant to this Section 5(l) shall be deemed satisfied to have satisfied its obligations under this paragraph (e)the extent the Company files or furnishes any such document or report on XXXXX. (fm) If this Agreement shall terminate after execution pursuant to any provision hereof, or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse you and the other Underwriters for expenses reasonably incurred by you in connection herewith in a manner consistent with Section 7. (n) The Company will apply the net proceeds from the sale of the Securities as set forth Shares to be sold by it hereunder in accordance in all material respects with the statements under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus. (go) The Company agrees to pay For a period commencing on the required Commission filing fees relating to date hereof and ending on the Securities in accordance with Rules 456 and 457 90th day after the date of the Securities Act. Prospectus (h) Until midnight, New York City time, on the Closing Date“Lock-Up Period”), the Company will notagrees not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person during the Lock-Up Period) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Stock issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof (the “Company Plans”) or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options or other equity awards pursuant to Company Plans), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments (but excluding any supplements for purposes of amending the lists of selling stockholders as a result of transfers), with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative (which consent may be withheld at the sole discretion on behalf of the Underwriters, and to cause each officer, director and stockholder of the Company set forth on Schedule III hereto to execute and furnish to the Representative, not later than the second full business day preceding the date of this Agreement, a letter agreement substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). (p) Prior to the Closing Date or the Additional Closing Date, as the case may be, the Company will furnish to you, upon your request, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus. (q) The Company will comply with all provisions of any undertakings contained Part II, Item 17 of the Registration Statement. (r) The Company will not at any time during the one year period following the date of the Prospectus, directly or indirectly, selltake any action designed, offeror which might reasonably be expected to cause or result in, contract or grant which will constitute, stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any option to sellof the Shares. (s) The Company will timely file with the NYSE American (the “NYSE”) all documents and notices required by the NYSE in connection with the sale and issuance of the Shares. (t) The Company shall engage and maintain, pledgeat its expense, a transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 agent and, if necessary under the Exchange Act, jurisdiction of its incorporation or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities rules of the Company or securities exchangeable NYSE, a registrar (which, if permitted by applicable laws and rules may be the same entity as the transfer agent) for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performanceCommon Stock.

Covenants and Agreements. I. The Company further Manager covenants and agrees with each Underwriter thatof the several Underwriters as follows: (a) The Company will: (i) file to file, if required, the final Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required periods specified by [Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered )] and [Rule 430A] under the Securities Act, and to furnish copies of the Company Prospectus to the Underwriters, provided that the distribution of such copies shall be at the Underwriters' expense, in New York City prior to [10:00 a.m]., New York City time, on the Business Day next succeeding the date of this Agreement in such quantities as the Representative may reasonably request; (xb) will comply with all requirements imposed to deliver, at the expense of the Manager, to the Representative upon it by its request up to [5 ]signed copies of the Securities ActRegistration Statement and each post-effective amendment thereto, the Exchange Act and the Trust Indenture Actin each case including exhibits, and the respective rules and regulations to each other Underwriter a conformed copy of the Commission thereunder Registration Statement and each post-effective amendment thereto, in each case without exhibits and, during the period mentioned in paragraph (e) below, to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and each of the ProspectusUnderwriters, as then amended or supplementedmany copies of the Prospectus (including all amendments and supplements thereto) as the Representative may reasonably request, and provided that the distribution of such copies shall be at the Underwriter's expense; (yc) will not file with the Commission before filing any amendment or supplement to the Registration Statement or the Base Prospectus (including and the Prospectus Supplement, after the Registration Statement became effective, to furnish to the Representative a copy of the proposed amendment or supplement for review and not to file any Preliminary Prospectus)such proposed amendment or supplement to which the Representative reasonably objects; (d) to advise the Representative promptly, and to confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, (ii) when any amendment to the Prospectus has been filed and to furnish the Representative with copies thereof, (iii) of any request by the Commission for any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements amendment to the Prospectus that may be necessary to comply with lawor for any additional information, in the reasonable judgment (iv) of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or of any order preventing or suspending the use of any Preliminary Prospectus [preliminary prospectus] or the Prospectus or any Free Writing Prospectus the initiation or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) the institution, threatening or contemplation of any proceeding for any purpose identified in the preceding clause that purpose, (wv) or (x) or pursuant to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance occurrence of any such stop order andevent, if any such stop order is issuedwithin the period referenced in paragraph (e) below, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, Prospectus as then amended or supplemented, supplemented would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if and (vi) of the receipt by the Manager of any notification with respect to any suspension of the qualification of the Class [__] Notes for offer and sale in any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package jurisdiction or the Prospectus initiation or threatening of any proceeding for such purpose; and to comply with use its best efforts to prevent the Securities Actissuance of any such stop order, or of any order preventing or suspending the Exchange Act use of [any preliminary prospectus or] the Prospectus, or the Trust Indenture Act or the respective rules or regulations of any order suspending any such qualification of the Commission thereunder Class [__] Notes, or applicable lawnotification of any such order thereof and, if issued, to obtain as soon as possible the Company will promptly notify withdrawal thereof; (e) if, during such period of time after the Underwriters thereof and will promptlyfirst date of the public offering of the Class [__] Notes, at its own expenseas in the opinion of counsel for the Underwriters, but subject a prospectus relating to the second sentence of Section 3(a)(i) hereof: (x) prepare and file Class [__] Notes is required by law to be delivered in connection with the Commission sales by an amendment to the Registration Statement Underwriter or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply a dealer, any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development shall occur as a result of which the Pricing Disclosure Package or it is necessary to amend the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingwhen the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend the Company will notify promptly Prospectus to comply with law, forthwith to prepare and furnish, at the expense of the Manager, to the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company dealers (whose names and addresses the Representative will furnish to the Manager) to which Class [__] Notes may have been sold by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or Representative on behalf of the Underwriters and to any Underwriter consists other dealers upon request, such amendments to the Prospectus as may be necessary so that the statements in the Prospectus as so amended will not, in the light of the information described as such in Section 7(b) hereof.circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law; (ef) The Company will to endeavor to qualify the Class [__] Notes for offer and sale under the securities or Blue Sky laws of such states or territories of the United States as the Representative shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Class [__] Notes; provided that the Manager shall not be required to file a general consent to service of process in any jurisdiction; (g) to make generally available to the Company’s securityholders holders of the Class [__] Notes and to the Underwriters Representative as soon as practicable an earnings statement that satisfies covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act, including Act and Rule 158 of the Commission promulgated thereunder. If ; (h) so long as the Company makes Class [__] Notes are outstanding, to furnish to the Representative (i) copies of each certificate, the annual statements of compliance and the annual independent certified public accountant's audit report on the financial statements furnished to the Issuer Trustee pursuant to the Basic Documents by first class mail as soon as practicable after such earnings statement publicly available statements and reports are furnished to the Issuer Trustee, (ii) copies of each amendment to any of the Basic Documents, (iii) on each day preceding a [Quarterly] Payment Date or as soon thereafter as practicable, notice by press release telex or filing facsimile to the Representative of the Note Factor (as defined in the note conditions set out in Schedule 2 of the Note Trust Deed, the "Note Conditions") (iv) copies of all reports or other communications (financial or other) furnished to holders of the Class [__] Notes, and copies of any reports and financial statements furnished to or filed with the Commission, any governmental or regulatory authority or any national securities exchange in connection with the Class [__] Notes, and (v) from time to time such other information concerning the Trust or the Manager as the Representative may reasonably request; (i) to the extent, if any, that the ratings provided with respect to the Class [__] Notes by [Xxxxx'x Investors Service, Inc., Standard & Poor's Ratings Group, A Division of The XxXxxx-Xxxx Companies, Inc. and Fitch Ratings] (the "Rating Agencies") are conditional upon the furnishing of documents or the taking of any other action by the Manager, the Manager shall use its best efforts to furnish such documents and take any other such action; (j) to assist the Representative to make arrangements with DTC, Euroclear and Clearstream, Luxembourg concerning the issue of the Class [__] Notes and related matters; (k) to not take, or cause to be taken, any action and will not knowingly permit any action to be taken which it shall be deemed knows or has reason to have satisfied believe would result in the Class [__] Notes not being assigned the ratings referred to in Section 6(m) below; (l) to pay all fees, costs and expenses incident to the performance of its obligations hereunder, including commissions payable, in immediately available funds to the Underwriters for the performance of their obligations under this paragraph Agreement whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, as set forth in the Fee Letter; provided that such payments shall be made without prejudice to the rights or remedies of the Manager related to any termination of this Agreement; and (em) to cause the charges created by or contained in the Security Trust Deed to be registered within all applicable time limits in accordance with the [Australian Corporations Act 2001] (and any regulations related thereto). II. The Issuer Trustee covenants and agrees with each of the several Underwriters and each of the [Macquarie Parties] as follows: (fa) The Company will apply to use the net proceeds received by the Issuer Trustee from the sale of the Securities as set forth Class [__] Notes pursuant to this Agreement in the manner specified in the Prospectus under “the caption "Use of Proceeds” "; (b) to notify the Representative and the [Macquarie Parties] promptly after it becomes actually aware of any matter which would make any of its representations and warranties in this Agreement untrue if given at any time prior to payment being made to the Issuer Trustee on the Closing Date and take such steps as may be reasonably requested by the Representative to remedy the same; (c) to pay any stamp duty or other issue, transaction, value added or similar tax, fee or duty (including court fees) in relation to the execution of, or any transaction carried out pursuant to, the Basic Documents or in connection with the issue and distribution of the Class [__] Notes or the enforcement or delivery of this Agreement; (d) to use all reasonable efforts to procure satisfaction on or before the Closing Date of the conditions referred to in Section 6 below and, in particular (i) the Issuer Trustee shall execute those of the Basic Documents not executed on the date hereof on or before the Closing Date, and (ii) the Issuer Trustee will assist the Representative to make arrangements with DTC, Euroclear and Clearstream, Luxembourg concerning the issue of the Class [__] Notes and related matters; (e) to perform all of its obligations under each of the Basic Documents to which it is a party which are required to be performed prior to or simultaneously with the closing on the Closing Date; (f) not to take, or cause to be taken, any action or knowingly permit any action to be taken which it knows or has reason to believe would result in the Pricing Disclosure Package and Class [__] Notes not being assigned the Prospectus.ratings referred to in Section 6(m) below; and (g) The Company agrees not, prior to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, or on the Closing Date, amend the Company will not, terms of any Basic Document nor execute any of the Basic Documents other than in the agreed form without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatof the Underwriters: (a) The Company will: (i) file To furnish without charge to the Prospectus Underwriters a copy of the Registration Statement, including all documents incorporated by reference therein and any amendment or supplement thereto exhibits filed with the Commission Registration Statement (other than exhibits which are incorporated by reference and have previously been so furnished), and, during the period mentioned in the manner and within the time period required by Rule 424(bparagraph (c) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Actbelow, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and as many copies of the Prospectus, any Preliminary Prospectus and any documents incorporated by reference therein at or after the date thereof (including documents from which information has been so incorporated) and any supplements and amendments thereto as then amended or supplementedeach Underwriter may reasonably request so long as such Underwriter is required to deliver a prospectus; (b) To prepare and to file the Prospectus pursuant to, and in compliance with, the applicable rules under the Act and to promptly advise the Underwriters (yi) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), when any amendment to the Registration Statement or any Free Writing Prospectus unless shall have been filed; provided, that, with respect to documents filed pursuant to the Exchange Act and incorporated by reference into the Registration Statement, such notice shall only be required during such time as the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commissionare required, in accordance their reasonable opinion after consultation with the rules and regulations counsel, to deliver a prospectus, (ii) of the Commission, promptly upon any request by the Representative or counsel Commission for the Underwriters, any amendments to amendment of the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with lawStatement, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto the institution or any order preventing or suspending the use threatening of any Preliminary Prospectus or proceeding for that purpose, and (iv) of the Prospectus or receipt by the Company of any Free Writing Prospectus or any amendment or supplement thereto, (x) notification with respect to the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) jurisdiction or the institution, initiation or threatening or contemplation of any proceeding for such purpose. So long as any purpose identified Underwriter is required, in its reasonable opinion after consultation with counsel, to deliver a prospectus, the preceding clause (w) or (x) or pursuant Company will not file any amendment to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending Statement or supplementing supplement to the Prospectus unless the Company has furnished one copy of such amendment or for additional information. The Company will use commercially reasonable efforts supplement to prevent the issuance of any such stop order Xxxxxxx, Xxxxx & Co., and, if any such stop order amendment or supplement is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by on or prior to the Company Time of Delivery, or under circumstances where the Underwriters are required, in their reasonable opinion after consultation with counsel, to deliver a Prospectus, the Underwriters shall not reasonably have objected thereto. If the Commission or retained by shall issue a stop order suspending the Company under Rule 433; provided that the prior written consent effectiveness of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and Company will take such steps to obtain the Prospectus. lifting of that order as in the best judgment of the Company are not contrary to the interests of the Company; (c) If, at any time prior to when in any Underwriter's reasonable opinion, after consultation with counsel, the later of the Closing Date and the final date when a prospectus relating to the Securities Prospectus is required by law to be delivered under the Securities Act (including in circumstances where by such requirement may be satisfied pursuant to Rule 172)Underwriter or a dealer, any event occurs shall occur as a result of which it is necessary, in the Registration Statement, the Pricing Disclosure Package reasonable opinion of any Underwriter or the ProspectusCompany, as then amended after consultation with counsel, to amend or supplemented, would include any untrue statement of a material fact supplement the Prospectus or omit to state any material fact necessary modify the information incorporated by reference therein in order to make the statements therein, in the light of the circumstances under which they were madeexisting when the Prospectus is delivered to a purchaser, not misleading, or if for any other reason it shall be necessary at in the reasonable opinion of any time Underwriter or the Company, after consultation with counsel, to amend the Registration Statement or amend or supplement the Pricing Disclosure Package Prospectus or the Prospectus modify such information to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof to forthwith (i) prepare and will promptlyfurnish, at its the Company's own expense, but subject to the second sentence of Section 3(a)(iUnderwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) hereof: to whom Securities may have been sold by the Underwriters and to any other dealers upon reasonable request, either amendments or supplements to the Prospectus or (xii) prepare and file with the Commission an amendment to documents incorporated by reference in the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus Prospectus, which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus shall be so supplied to the Underwriters and such dealers, in such quantities as either case so that the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or statements in the Prospectus would include an untrue statement of material fact as so amended, supplemented or would omit to state a material fact necessary in order to make the statements thereinmodified will not, in the light of the circumstances then prevailingwhen the Prospectus is delivered to a purchaser, not misleadingbe misleading or so that the Prospectus will comply with law; (d) To endeavor to qualify, at its expense, the Company will notify promptly Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters so that any use shall reasonably request and to pay all filing fees, reasonable expenses and legal fees in connection therewith and in connection with the determination of the Pricing Disclosure Package or eligibility for investment of the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to Securities; provided, that the Company by shall not be required to qualify as a foreign corporation or a dealer in securities or to file any Underwriter specifically for use therein, it being understood and agreed that consents to service of process under the only such information furnished by or on behalf laws of any Underwriter consists of the information described as such in Section 7(b) hereof.jurisdiction; (e) The Company will To make generally available to the Company’s securityholders and to the Underwriters its security holders as soon as practicable an earnings statement that satisfies of the Company covering a twelve-month period beginning after the Time of Delivery which shall satisfy the provisions of Section 11(a) of the Securities Act, Act and the rules and regulations of the Commission thereunder (including Rule 158 thereunder. If under the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (eAct).; (f) The Company will apply During the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus. (g) The Company agrees to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, period beginning on the Closing Datedate of this Agreement and continuing to and including the date 90 days after the date of this Agreement, the Company will notnot offer, sell, contract to sell or otherwise dispose of any Time Warner Common Stock, any securities of Time Warner which are substantially similar to shares of Time Warner Common Stock or any securities which are convertible into or exchangeable for Time Warner Common Stock or such substantially similar securities (except for the Securities issued pursuant to this Agreement) without the prior written consent of Xxxxxxx, Xxxxx & Co.; and (g) To use best efforts to effect the Representative (which consent may be withheld at the sole discretion listing of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within Securities on the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performanceNew York Stock Exchange.

Covenants and Agreements. I. The Company further Trust Manager covenants and agrees with each Underwriter thatof the several Underwriters as follows: (a) The Company will: (i) to use its best efforts to cause the Registration Statement to become effective at the earliest possible time and, if required, to file the final Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required periods specified by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered and Rule 430A under the Securities Act, and to furnish copies of the Company Prospectus to the Underwriters, provided that the distribution of such copies shall be at the Underwriters' expense, in New York City prior to 10:00 a.m., New York City time, on the Business Day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request; (xb) will comply with all requirements imposed upon it by to deliver, at the Securities Act, the Exchange Act and expense of the Trust Indenture ActManager, to the Representatives and to Xxxxx & Wood LLP, counsel to the Underwriters, signed copies of the Registration Statement (as originally filed) and each amendment thereto, in each case including exhibits, and the respective rules and regulations to each other Underwriter a conformed copy of the Commission thereunder Registration Statement (as originally filed) and each amendment thereto, in each case without exhibits and, during the period mentioned in paragraph (e) below, to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and each of the ProspectusUnderwriters, as then amended or supplementedmany copies of the Prospectus (including all amendments and supplements thereto) as the Representatives may reasonably request, and provided that the distribution of such copies shall be at the Underwriter's expense; (yc) will not file with the Commission before filing any amendment or supplement to the Base Prospectus Registration Statement or the Prospectus, whether before or after the time the Registration Statement becomes effective, to furnish to the Representatives a copy of the proposed amendment or supplement for review and not to file any such proposed amendment or supplement to which the Representatives reasonably object; (including d) to advise the Representatives promptly, and to confirm such advice in writing, (i) when the Registration Statement has become effective, (ii) when any amendment to the Registration Statement has been filed or becomes effective, (iii) when any supplement to the Prospectus or any Preliminary Prospectus)amendment to the Prospectus has been filed and to furnish the Representatives with copies thereof, (iv) of any request by the Commission for any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative amendment or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements supplement to the Prospectus that may be necessary to comply with lawor for any additional information, in the reasonable judgment (v) of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or of any order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus or any Free Writing Prospectus the initiation or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) the institution, threatening or contemplation of any proceeding for any purpose identified in the preceding clause that purpose, (wvi) or (x) or pursuant to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance occurrence of any such stop order andevent, if any such stop order is issuedwithin the period referenced in paragraph (e) below, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, Prospectus as then amended or supplemented, supplemented would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if and (vii) of the receipt by the Trust Manager of any notification with respect to any suspension of the qualification of the Notes for offer and sale in any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package jurisdiction or the Prospectus initiation or threatening of any proceeding for such purpose; and to comply with use its best efforts to prevent the Securities Actissuance of any such stop order, or of any order preventing or suspending the Exchange Act use of any preliminary prospectus or the Trust Indenture Act Prospectus, or the respective rules or regulations of any order suspending any such qualification of the Commission thereunder Notes, or applicable lawnotification of any such order thereof and, if issued, to obtain as soon as possible the Company will promptly notify withdrawal thereof; (e) if, during such period of time after the first date of the public offering of the Notes as in the opinion of counsel for the Underwriters thereof and will promptly, at its own expense, but subject a prospectus relating to the second sentence of Section 3(a)(i) hereof: (x) prepare and file Notes is required by law to be delivered in connection with the Commission sales by an amendment to the Registration Statement Underwriter or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply a dealer, any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development shall occur as a result of which the Pricing Disclosure Package it is necessary to amend or supplement the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingwhen the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Company will notify promptly Prospectus to comply with law, forthwith to prepare and furnish, at the expense of the Trust Manager, to the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company dealers (whose names and addresses the Representatives will furnish to the Trust Manager) to which Notes may have been sold by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or Representatives on behalf of the Underwriters and to any Underwriter consists other dealers upon request, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the information described as such in Section 7(b) hereof.circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law; (ef) The Company will to endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Notes; PROVIDED that the Trust Manager shall not be required to file a general consent to service of process in any jurisdiction; (g) to make generally available to the Company’s securityholders holders of the Notes and to the Underwriters Representatives as soon as practicable an earnings statement that satisfies covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act, including Act and Rule 158 of the Commission promulgated thereunder. If ; (h) so long as the Company makes Notes are outstanding, to furnish to the Representatives (i) copies of each certificate, the annual statements of compliance and the annual independent certified public accountant's audit report on the financial statements furnished to the Trustee pursuant to the Basic Documents by first class mail as soon as practicable after such earnings statement publicly statements and reports are furnished to the Trustee, (ii) copies of each amendment to any of the Basic Documents, (iii) on each Determination Date or as soon thereafter as practicable, the Bond Factor as of the related Record Date [shall be available by press release to the Representatives on Bloomberg and Reuters], (iv) copies of all reports or filing other communications (financial or other) furnished to holders of the Notes, and copies of any reports and financial statements furnished to or filed with the Commission, it shall be deemed any governmental or regulatory authority or any national securities exchange, and (v) from time to have satisfied its obligations under this paragraph (e).time such other information concerning the Trust or the Trust Manager as the Representatives may reasonably request; (fi) to the extent, if any, that the ratings provided with respect to the Notes by the Rating Agencies are conditional upon the furnishing of documents or the taking of any other action by the Trust Manager, the Trust Manager shall use its best efforts to furnish such documents and take any other such action; (j) to list the Notes on the London Stock Exchange and to use its best efforts to maintain such listing for as long as any of the Notes are outstanding; provided, however, if such listing becomes impossible, each of the Issuer Trustee and the Trust Manager will use their best efforts to obtain, and will thereafter use its best efforts to maintain a quotation for, or listing of, the Notes on such other exchange as is commonly used for the quotation or listing of debt securities as they may, with the approval of the Representatives, decide; (k) to furnish from time to time copies of the Prospectus and any and all documents, instruments, information and undertakings (in addition to any already published or lodged with the London Stock Exchange) and publish all advertisements or other material and to comply with any other requirements of the London Stock Exchange that may be necessary in order to effect and maintain such listing; (l) to assist the Representatives to make arrangements with DTC, Euroclear and Cedelbank concerning the issue of the Notes and related matters; (m) to not take, or cause to be taken, any action and will not knowingly permit any action to be taken which it knows or has reason to believe would result in the Notes not being assigned the ratings referred to in Section 6(p) below; and II. The Company will apply Issuer Trustee covenants and agrees with each of the several Underwriters as follows: (a) to use the net proceeds received by the Issuer Trustee from the sale of the Securities as set forth Notes pursuant to this Agreement in the manner specified in the Prospectus under “the caption "Use of Proceeds” "; (b) the Issuer Trustee will notify the Representatives promptly after it becomes actually aware of any matter which would make any of its representations, warranties, agreements and indemnities herein untrue if given at any time prior to payment being made to the Issuer Trustee on the Closing Date and take such steps as may be reasonably requested by the Representatives to remedy and/or publicize the same; (c) the Issuer Trustee will pay any stamp duty or other issue, transaction, value added or similar tax, fee or duty (including court fees) in relation to the execution of, or any transaction carried out pursuant to, the Agreements or in connection with the issue and distribution of the Notes or the enforcement or delivery of this Agreement; (d) the Issuer Trustee will use all reasonable endeavors to procure satisfaction on or before the Closing Date of the conditions referred to in Section 6 below and, in particular (i) the Issuer Trustee shall execute those of the Basic Documents not executed on the date hereof on or before the Closing Date, and (ii) the Issuer Trustee will assist the Representatives to make arrangements with DTC, Euroclear and Cedelbank concerning the issue of the Notes and related matters; (e) the Issuer Trustee will procure that the charges created by or contained in the Pricing Disclosure Package and Security Trust Deed are registered within all applicable time limits in all appropriate registers; (f) the Prospectus.Issuer Trustee will perform all its obligations under each of the Basic Documents to which it is a party which are required to be performed prior to or simultaneously with closing on the Closing Date; (g) The Company agrees the Issuer Trustee will not take, or cause to pay be taken, any action and will not knowingly permit any action to be taken which it knows or has reason to believe would result in the required Commission filing fees relating Notes not being assigned the ratings referred to the Securities in accordance with Rules 456 and 457 of the Securities Act.Section 6(p) below; and (h) Until midnight, New York City time, the Issuer Trustee will not prior to or on the Closing Date, Date amend the Company will not, terms of any Basic Document nor execute any of the Basic Documents other than in the agreed form without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the CompanyUnderwriters. III. The Representative on behalf Westpac covenants and agrees with each of the several UnderwritersUnderwriters that whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, mayall fees, costs and expenses incident to the performance of its obligations hereunder, including commissions payable, in its sole discretion, waive in writing immediately available funds to the Underwriters for the performance by of their obligations under this Agreement, shall be paid as set forth in a letter among Westpac and the Company of any one or more of the foregoing covenants or extend the time for their performanceRepresentatives.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatagrees: (a) The Within one (1) business day hereof (but not later than the date that any confirmation requesting payment from any customer for any of the Bonds is mailed or delivered thereto), the Company will:shall deliver to the Underwriters copies of the Official Statement, dated the date hereof, relating to the Bonds, in sufficient quantity as may be reasonably be requested by the Underwriters in order to comply with Rule 15c2-12 (“Rule 15c2-12”) under the Exchange Act, in substantially the form attached to the Bond Purchase Agreement as Exhibit A, with such changes as shall have been accepted by the Underwriters; (ib) file Not to take or omit to take any action, which action or omission will in any way cause the Prospectus proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Indenture and any the Loan Agreement; (c) Before amending or supplementing the Official Statement to furnish the Underwriters with a copy of each such proposed amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During not to use any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any such proposed amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless which the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectivenessreasonably object; (iid) without charge, so long as a prospectus relating Prior to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172)date hereof, as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) the institution, threatening or contemplation of any proceeding for any purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order have delivered to complete the placement Underwriters the Preliminary Official Statement together with a certificate of the Securities; provided, however, Company which states that the Company shall not be obliged to file any general consent to service Preliminary Official Statement was deemed final as of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect its date for purposes of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains Rule 15c2-12 except for the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are information not required to be filed by the Company with the Commission or retained by the Company included therein under Rule 433 are permitted hereby15c2-12. (de) The Company will comply with If, after the Securities Act and the Exchange Act so as to permit the completion date of the distribution Bond Purchase Agreement until twenty-five (25) days after the end of the Securities underwriting period (as contemplated in this Agreement and defined in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172Bond Purchase Agreement), any event occurs shall occur as a result of which it is necessary to amend or supplement the Registration Statement, the Pricing Disclosure Package or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary Official Statement in order to make the statements therein, in the light of the circumstances under which they were madewhen the Official Statement is delivered to a purchaser or “potential customer” (as defined for purposes of Rule 15c2-12(b)(4), not misleading, or if for any other reason it shall be is necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus Official Statement to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly to notify the Underwriters thereof (and will promptlyfor the purpose of this clause (e) to provide the Underwriters with such information as they may from time to time request), and to prepare and furnish, at its own expense, but subject the Company's sole expense (in a form and manner approved by the Senior Manager) a reasonable number of copies of either amendments of or supplements to the second sentence of Section 3(a)(i) hereof: Official Statement so that (x) prepare and file with the Commission an amendment to statements in the Registration Official Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or as so amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements thereinwill not, in the light of the circumstances then prevailingwhen the Official Statement is delivered to a purchaser or “potential customer”, not misleadingbe misleading or (y) the Official Statement, the Company will notify promptly the Underwriters as so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity , will comply with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof. (e) The Company will make generally available to the Company’s securityholders and to the Underwriters as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e).applicable law; (f) The Company will apply Between the net proceeds from the sale date of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package this Agreement and the Prospectus. (g) The Company agrees to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on the Closing DateClosing, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative)Senior Manager, directly or indirectlyoffer, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, sell or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Issuer or the Company (other than the sale to the Underwriters of the Bonds), respectively, which are substantially similar to the Bonds; (g) The Company will not take or fail to take any action which would, under the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of the Bonds (the “Code”), Regulations of the Department of the Treasury of the United States of America (including Temporary Regulations and Proposed Regulations) under the Code applicable to the Bonds, rulings and court decisions, cause the interest payable on the Bonds to be includable in gross income for Federal income tax purposes of the holders thereof (other than a “substantial user” of the Facilities or a “related person” as those terms are used in Section 147(a) of the Code); (h) To endeavor in good faith to cooperate with the Underwriters and the Issuer in qualifying the Bonds for sale under the securities exchangeable laws of such jurisdictions as the Senior Manager may designate and in continuing such qualification in effect so long as required for the distribution of the Bonds; (i) To pay the expenses set forth in Section 10 of the Bond Purchase Agreement as expenses to be borne by the Company in accordance with the terms thereof and, if the Bond Purchase Agreement shall be terminated by the Underwriters because the Issuer is unable or convertible otherwise fails to perform its obligations under the Bond Purchase Agreement or refuses or otherwise fails to comply with the terms of or to fulfill any of the conditions of the Bond Purchase Agreement or if for any reason the Company shall be unable, refuses or otherwise fails to perform the agreements and actions or comply with the terms and conditions contemplated to be performed, complied with, or fulfilled on the Company's part under the Bond Purchase Agreement or this Agreement or if the Issuer shall decline to enter into debt securities the Bond Purchase Agreement by 11:59 p.m. Maricopa County, Arizona time on the date hereof, to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by them in connection with the Bond Purchase Agreement, this Agreement and the offering of the Bonds contemplated under the Bond Purchase Agreement; (j) For a period of five years from the date of this Agreement, to furnish, upon request, to each of the Underwriters, the following: a) as soon as practicable after the end of each fiscal year a consolidated balance sheet and consolidated statements of earnings (loss) and retained earnings (deficit) of the Company as at the end of and for such years, all in reasonable detail and certified by independent public accountants, and also copies of the annual and interim reports of the Company to its stockholders as soon as the same have been sent to such stockholders; and b) as soon as practicable after the end of each quarter of its fiscal year one copy of a consolidated balance sheet as at the end of such period and consolidated statements of earnings (loss) and retained earnings (deficit) for said period in reasonable detail, none of which statements need be audited but shall be certified as correct by a Vice President, the Treasurer or Assistant Treasurer of the Company. The Representative ; (k) To file timely all reports required to be filed by the Company with the Commission pursuant to Section 13 or 15(d) of the Exchange Act subsequent to the date of the Official Statement and for so long as the delivery of a copy of such Official Statement is required to be delivered in connection with sales by the Underwriters or any securities dealer; (l) That all representations and warranties and covenants and agreements of the Company contained herein, including the indemnity agreements of the Company contained herein, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriters or controlling person of any Underwriter, or by or on behalf of the several Issuer, or any member, officer, official or employee of the Issuer or by or on behalf of the Company, or any officer, director or controlling person of the Company, or of any termination of this Agreement or the Bond Purchase Agreement, and shall survive delivery of and payment for the Bonds; and (m) That any certificate signed by any officer of the Company and delivered to the Issuer, the Underwriters or to Underwriters, may, in its sole discretion, waive in writing the performance ' counsel shall be deemed a representation and warranty by the Company of any one or more of to the foregoing covenants or extend Issuer and to the time for their performanceUnderwriters as to the statements made therein.

Covenants and Agreements. The Company further Depositor covenants and agrees with [each Underwriter thatof] the [several] Underwriters as follows: (a) The Company will: (i) to file the final Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required periods specified by Rule 424(b) under the Securities Act. During any time when a prospectus relating , and to furnish copies of the Prospectus to the Securities is required Underwriters in New York City prior to be delivered under 10:00 a.m., New York City time, on the Securities ActBusiness Day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request; (b) to deliver, at the Company expense of the Depositor, to the Representatives, /2/ signed copies of the Registration Statement (xas originally filed) will comply with all requirements imposed upon it and each amendment thereto, in each case including exhibits and documents incorporated by the Securities Act, the Exchange Act and the Trust Indenture Actreference therein, and the respective rules and regulations to each other Underwriter a conformed copy of the Commission thereunder Registration Statement (as originally filed) and each amendment thereto, in each case without exhibits but including the documents incorporated by reference therein and, during the period mentioned in paragraph (e) below, to [each of] the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and Underwriters as many copies of the Prospectus, Prospectus --------------- /2/ One for each Representative and one for Underwriters' counsel. (including all amendments and supplements thereto and documents incorporated by reference therein) as then amended or supplemented, and the Representatives may reasonably request; (yc) will not file with the Commission before filing any amendment or supplement to the Base Prospectus Registration Statement or the Prospectus, whether before or after the time the Registration Statement becomes effective, to furnish to the Representatives a copy of the proposed amendment or supplement for review and not to file any such proposed amendment or supplement to which the Representatives reasonably object[s]; (including d) to advise the Representatives promptly, and to confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective, (ii) when any supplement to the Prospectus or any Preliminary Prospectus)amendment to the Prospectus has been filed and to furnish the Representatives with copies thereof, (iii) of any request by the Commission for any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative amendment or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements supplement to the Prospectus that may be necessary to comply with lawor for any additional information, in the reasonable judgment (iv) of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or of any order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus or any Free Writing Prospectus the initiation or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) the institution, threatening or contemplation of any proceeding for any purpose identified in the preceding clause that purpose, (wv) or (x) or pursuant to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance occurrence of any such stop order andevent, if any such stop order is issuedwithin the period referenced in paragraph (e) below, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, Prospectus as then amended or supplemented, supplemented would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if and (vi) of the receipt by the Depositor of any notification with respect to any suspension of the qualification of the Certificates for offer and sale in any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package jurisdiction or the Prospectus initiation or threatening of any proceeding for such purpose; and to comply with use its best efforts to prevent the Securities Actissuance of any such stop order, or of any order preventing or suspending the Exchange Act use of any preliminary prospectus or the Trust Indenture Act Prospectus, or the respective rules or regulations of any order suspending and such qualification of the Commission thereunder Certificates, or applicable lawnotification of any such order thereof and, if issued, to obtain as soon as possible the Company will promptly notify withdrawal thereof; (e) if, during such period of time after the first date of the public offering of the Certificates as in the opinion of counsel for the Underwriters thereof and will promptly, at its own expense, but subject a prospectus relating to the second sentence of Section 3(a)(i) hereof: (x) prepare and file Certificates is required by law to be delivered in connection with the Commission an amendment to the Registration Statement sales by [an] [the] Underwriter or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply a dealer, any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development shall occur as a result of which the Pricing Disclosure Package it is necessary to amend or supplement the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingwhen the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Company will notify promptly Prospectus to comply with law, forthwith to prepare and furnish, at the expense of the Depositor, to the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company dealers (whose names and addresses the Representatives will furnish to the Depositor) to which Certificates may have been sold by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or Representatives [on behalf of the Underwriters] and to any Underwriter consists other dealers upon request, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the information described as such in Section 7(b) hereof.circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law; (ef) The Company will to endeavor to qualify the Certificates for offer and sale under the Certificates or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided that the Depositor shall not be required to file a general consent to service of process in any jurisdiction; (g) to make generally available to the Company’s securityholders holders of the Certificates and to the Underwriters Representatives as soon as practicable an earnings statement that satisfies covering a period of at least twelve months beginning with the first fiscal quarter of the Trust Fund occurring after the effective date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act, including Act and Rule 158 of the Commission promulgated thereunder. If ; (h) so long as the Company makes Certificates are outstanding, to furnish to the Representatives (i) copies of each certificate, the annual statements of compliance and the annual independent certified public accountant's servicing reports furnished to the Trustee pursuant to the Pooling and Servicing Agreement by first class mail as soon as practicable after such earnings statement publicly available by press release statements and reports are furnished to the Trustee, (ii) copies of each amendment to any of the Basic Documents, (iii) copies of all reports or filing other communications (financial or other) furnished to holders of the Certificates, and copies of any reports and financial statements furnished to or filed with the Commission, it shall be deemed any governmental or regulatory authority or any national securities exchange, and (iv) from time to have satisfied its obligations under this paragraph (e).time such other information concerning the Trust Fund or the Depositor as the Representatives may reasonably request; (fi) The Company will apply to the extent, if any, that the ratings provided with respect to the Certificates by the Rating Agencies are conditional upon the furnishing of documents or the taking of any other action by the Depositor, the Depositor shall use its best efforts to furnish such documents and take any other such action; and (j) to use the net proceeds received by the Depositor from the sale of the Securities as set forth Certificates pursuant to this Agreement in the manner specified in the Prospectus under “the caption "Use of Proceeds” in the Pricing Disclosure Package and the Prospectus". (g) The Company agrees to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on the Closing Date, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatthe several Underwriters as follows: (a) The Company will: will use its best efforts to cause the Registration Statement and any amendments thereto to become effective, if it has not already become effective, and will advise you promptly and, if requested by you, will confirm such advice in writing: (i) file when the Prospectus Registration Statement has become effective and the time and date of any filing of any post-effective Registration Statement or any amendment or supplement thereto with to any Preliminary Prospectus or the Commission in the manner Prospectus and within the time period required by and date that any post-effective amendment to the Registration Statement becomes effective; (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company ; (xiii) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance receipt of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations comments of the Commission, promptly upon or any request by the Representative or counsel Commission for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Registration Statement, any Preliminary Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters additional information; (iv) of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, (y) jurisdiction or the institution, threatening or contemplation initiation of any proceeding for such purposes; and (v) within the period of time referred to in Section 5(e) below, of any purpose identified change in the preceding clause Company's condition (w) financial or (x) other), business, prospects, properties, net worth or pursuant results of operations, or of any event that comes to Section 8A the attention of the Securities ActCompany that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (zas then amended or supplemented) to comply with the Act or any request made by other law. If at any time the Commission for amending shall issue any stop order suspending the effectiveness of the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially make every reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, effort to obtain the withdrawal thereof or lifting of such order at the earliest possible time. If the Company elects, with the consent of the Representatives, to rely on Rule 434 under the Act, the Company will provide the Underwriters with copies of the form of Rule 434 Prospectus (including copies of a term sheet that complies with the requirements of Rule 434 under the Act), in such number as promptly the Underwriters may reasonably request, and file with the Commission in accordance with Rule 424(b) of the Act the form of Prospectus complying with Rule 434(b)(2) of the Act before the close of business on the first business day immediately following the date of this Agreement. If the Company elects not to rely on Rule 434 under the Act, the Company will provide the Underwriters with copies of the form of Prospectus, in such number as possiblethe Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) of the Act before the close of business on the first business day immediately following the date of this Agreement. (b) The Company will cooperate furnish to you, without charge, two signed duplicate originals of the Registration Statement as originally filed with the Underwriters in qualifying the Securities for offering Commission and sale in of each jurisdiction as the Representatives shall designate includingamendment thereto, but not limited toincluding financial statements and all exhibits thereto, pursuant and will also furnish to applicable state securities (“Blue Sky”) laws you, without charge, such number of certain states conformed copies of the United States Registration Statement as originally filed and of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long each amendment thereto as you may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjectreasonably request. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not file any Rule 462 Registration Statement or any amendment to the Registration Statement or make any offer relating amendment or supplement to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto unless: (i) you shall be deemed to have previously been advised thereof and been given in respect of the Free Writing Prospectuses included in Schedule B heretoa reasonable opportunity to review such filing, any electronic road show and term sheets relating to the Securities containing customary transaction announcement amendment or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus supplement; and (yii) it has complied you have not reasonably objected to such filing, amendment or supplement after being so advised and will complyhaving been given a reasonable opportunity to review such filing, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission amendment or retained by the Company under Rule 433 are permitted herebysupplement. (d) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(e) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (e) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (the "Prospectus Delivery Period"), and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as it may reasonably request. The Company will comply consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the Securities provisions of the Act and with the Exchange securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act so as to permit be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of: (i) the completion of the distribution of the Securities as Shares pursuant to the offering contemplated in this Agreement and in by the Registration Statement, ; or (ii) the Pricing Disclosure Package and the Prospectus. If, at any time prior expiration of prospectus delivery requirements with respect to the later Shares under Section 4(3) of the Closing Date Act and Rule 174 thereunder, any event shall occur that in the final date when a prospectus relating to judgment of the Securities Company or in the opinion of counsel for the Underwriters is required to be delivered under set forth in the Securities Act Prospectus (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact ) or omit to state any material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be is necessary at any time to amend the Registration Statement supplement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable any other law, the Company will promptly notify the Underwriters thereof and will promptlyforthwith prepare and, at its own expense, but subject to the second sentence of Section 3(a)(iSections 5(a) and 5(c) hereof: (x) prepare and , file with the Commission and use its best efforts to cause to become effective as promptly as possible an amendment to the Registration Statement appropriate supplement or amendment or supplement thereto, and will furnish to the Pricing Disclosure Package or the Prospectus which each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. (f) The Company will correct such statement or omission or effect such compliance; cooperate with you and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such quantities jurisdictions as the Underwriters you may reasonably request. If there occurs an event designate and will file such consents to service of process or development other documents as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact may be reasonably necessary in order to make effect and maintain such registration or qualification for so long as required to complete the statements thereindistribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or would be subject to taxation as a foreign corporation or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the light event that the qualification of the circumstances then prevailing, not misleadingShares in any jurisdiction is suspended, the Company will notify shall so advise you promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplementedin writing. The foregoing two sentences do not apply Company will use its best efforts to statements qualify or register its Common Stock for sale in non-issuer transactions under (or omissions obtain exemptions from the Pricing Disclosure Package or application of) the Prospectus based upon Blue Sky laws of each state where necessary to permit market making transactions and secondary trading and will comply with such Blue Sky laws and will continue such qualifications, registrations and exemptions in conformity with written information furnished to effect for a period of three years after the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf date of any Underwriter consists of the information described as such in Section 7(b) hereofthis Agreement. (eg) The Company will make generally available to its security holders a consolidated earnings statement (in form complying with the Company’s securityholders provisions of Rule 158), which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and to the Underwriters Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable an after the end of such period, which consolidated earnings statement that satisfies shall satisfy the provisions of Section 11(a) of the Securities Act. (h) During the Prospectus Delivery Period, including Rule 158 thereunder. If the Company makes such earnings statement publicly available will file all documents required to be filed with the Commission pursuant to Sections 13, 14 and 15 of the Exchange Act in the manner and within the time periods required by press release the Exchange Act. (i) During the period ending five years from the date hereof, the Company will furnish to you and, upon your request, to each of the other Underwriters: (i) as soon as available, a copy of each proxy statement, quarterly or filing annual report or other report of the Company mailed to stockholders or filed with the Commission, it shall be deemed the National Association of Securities Dealers, Inc. (the "NASD") or The Nasdaq Stock Market, Inc. National Market System ("NASDAQ") or any national securities exchange; and (ii) from time to have satisfied its obligations under this paragraph (e)time such other non-confidential information concerning the Company as you may reasonably request. (fj) If this Agreement shall terminate or shall be terminated after execution pursuant to any provision of this Agreement (except pursuant to a termination under Section 12 hereof, other than clauses (iv) or (v)) or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Company to perform in all material respects any agreement in this Agreement or to comply in all material respects with any of the terms or provisions of this Agreement or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse you and the other Underwriters for all out-of-pocket expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by you) reasonably incurred by you in connection herewith. (k) The Company will apply the net proceeds from the sale of the Securities as set forth Shares to be sold by it hereunder in accordance in all material respects with the statements under “the caption "Use of Proceeds” " in the Pricing Disclosure Package and the Prospectus. (gl) The If Rule 430A under the Act is employed, the Company agrees will timely file the Prospectus or term sheet (as described in Rule 434(b) under the Act) pursuant to pay Rule 424(b) under the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (hm) Until midnight, New York City time, For a period of 90 days beginning on the Closing Datedate that the Registration Statement is first declared by the Commission to be effective under the Act, without your prior written consent, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), not directly or indirectlyindirectly (i) issue, sell, offer, offer or contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, sell or otherwise dispose of or transfertransfer any shares of its capital stock of any kind or class ("Capital Stock") or securities convertible into or exchangeable or exercisable for shares of Capital Stock (collectively, "Company Securities") or announce the offering ofany rights to purchase or otherwise acquire Company Securities, or file any registration statement under the Act with respect to any Company Securities Act in respect of, or any debt securities of the Company or securities exchangeable any rights to purchase or otherwise acquire such securities; or (ii) enter into any hedging, swap collar or other agreement that transfers (or is designed to or reasonably expected to lead to or result in such transfer), in whole or in part, directly or indirectly, the economic consequences of ownership of Company Securities whether any such swap or transaction is to be settled by delivery of Capital Stock or other securities, in cash or otherwise even if such transfer is effected by some person or entity other than the Company, except (A) to the Underwriters pursuant to this Agreement, (B) for grants of options pursuant to the Company's stock option, stock bonus or convertible into debt securities other stock plans or arrangements in effect as of the Companydate of this Agreement and (C) for issuances of shares of Capital Stock upon the exercise of options outstanding as of the date of this Agreement under such stock plans. (n) Prior to the Closing Date or the Additional Closing Date, as the case may be, the Company will furnish to you, as promptly as possible, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus. (o) The Company will comply with all provisions of any undertakings contained in the Registration Statement. (p) The Company will not at any time, directly or indirectly, take any action designed, or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (q) The Company will timely file with NASDAQ all documents and notices required by the NASDAQ of companies that have or will issue securities that are traded on the NASDAQ. (r) The Company shall engage and maintain, at its expense, a transfer agent and, if necessary under the jurisdiction of its incorporation or the rules of any national securities exchange or automated quotation system on which the Common Stock is listed, a registrar (which, if permitted by applicable laws and rules may be the same entity as the transfer agent) for the Common Stock. (s) The Company shall inform the Florida Department of Banking and Finance at any time prior to the distribution of the Shares by the Underwriters if the Company or any of its subsidiaries engages in any business with the government of Cuba or with any person or affiliate located in Cuba, with such information to be provided within 90 days after the commencement thereof or after a change occurs with respect to previously reported information. (t) The Company will maintain as its independent auditors a nationally recognized accounting firm reasonably acceptable to the Underwriters for the period ending three years from the date of this Agreement. The Representative on behalf of the several Underwriters, Representatives may, in its their sole discretion, jointly (but not individually) waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatof the Underwriters: (a) The That the Company will:will furnish without charge to the Underwriters a copy of the Registration Statement, including all documents incorporated by reference therein and exhibits filed with the Registration Statement (other than exhibits which are incorporated by reference and have previously been so furnished), and, during the period mentioned in paragraph (c) below, as many written and electronic copies of the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, any documents incorporated by reference therein at or after the date thereof (including documents from which information has been so incorporated) and any supplements and amendments thereto as each Underwriter may reasonably request; (b) That the Company will cause the Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) and will promptly advise the Underwriters (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless shall have been filed; provided, that, with respect to documents filed pursuant to the 1934 Act and incorporated by reference into the Registration Statement, such notice shall only be required during such time as the Underwriters previously have been advised of, and furnished with a copy within a are required in the reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations opinion of the CommissionRepresentatives, promptly upon request by the Representative or based on advice of Xxxxxx Xxxxxxx Xxxxx LLP, counsel for the Underwriters, any amendments to the Registration Statement deliver a prospectus (or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicablelieu thereof, the Underwritersnotice referred to in Rule 173(a) under the 1933 Act), promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to of any request by the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or Commission for any amendment or supplement thereto as of the Representative may reasonably request; and Registration Statement, (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto the institution or any order preventing or suspending the use threatening of any Preliminary Prospectus proceeding for that purpose or pursuant to Section 8A of the Prospectus 1933 Act against the Company or any Free Writing Prospectus or any amendment or supplement theretorelated to the offering, (xiv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) jurisdiction or the institution, initiation or threatening or contemplation of any proceeding for such purpose, and (v) of the receipt by the Company of any purpose identified notice from the Commission pursuant to Rule 401(g)(2) of the 1933 Act. So long as any Underwriter is required in the preceding clause (w) or (x) or pursuant to Section 8A reasonable opinion of the Securities Representatives, based on advice of Xxxxxx Xxxxxxx Xxxxx LLP, to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), or (z) the Company will not file any request made by the Commission for amending amendment to the Registration Statement, for amending Statement or supplementing supplement to the Preliminary Prospectus or the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as which the Representatives or Hunton Xxxxxxx Xxxxx LLP shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, have reasonably objected in writing and the Company shall maintain furnish one copy of every such qualifications in effect for so long as may be necessary in order amendment or supplement to complete the placement each of the Securities; provided, however, that the Company shall not be obliged Representatives and to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with Hunton Xxxxxxx Xxxxx LLP. If the Commission or retained by shall issue a stop order suspending the Company under Rule 433; provided that the prior written consent effectiveness of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package Company will take such steps to obtain the lifting of that order as promptly as practical. If the Company receives a notice from the Commission pursuant to Rule 401(g)(2) of the 1933 Act, the Company will promptly take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Prospectus. IfSecurities by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement); (c) That if, at any time prior to when in the later reasonable opinion of the Closing Date and Representatives, based on advice of Xxxxxx Xxxxxxx Xxxxx LLP, the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including information in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the ProspectusProspectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required by law to be delivered by an Underwriter or a dealer, any event shall occur as then amended or supplemented, would include any untrue statement a result of a material fact or omit to state any material fact necessary in order to make the statements thereinwhich it is necessary, in the light reasonable opinion of the circumstances under which they were madeRepresentatives, not misleadingbased on advice of Xxxxxx Xxxxxxx Xxxxx LLP, or if counsel for any other reason it shall be necessary at any time the Company, to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with or modify the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary information incorporated by reference therein in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, existing when the Company will notify promptly the Underwriters so that any use of information in the Pricing Disclosure Package or the Prospectus may cease until (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, not misleading, or if it is amended shall be necessary in the reasonable opinion of any such counsel, to amend or supplemented. The foregoing two sentences do not apply to statements in or omissions from supplement the Pricing Disclosure Package or the Prospectus based upon or modify such information to comply with law, the Company will forthwith (i) prepare and in conformity with written information furnished furnish, at its own expense, to the Company Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to whom Securities may have been sold by the Underwriters and to any Underwriter specifically for use thereinother dealers upon reasonable request, it being understood either amendments or supplements to the Pricing Disclosure Package or the Prospectus or (ii) file with the Commission documents incorporated by reference in the Pricing Disclosure Package and agreed Prospectus, which shall be so supplied to the Underwriters and such dealers, in either case so that the only such information furnished by statements in the Pricing Disclosure Package or on behalf of any Underwriter consists the Prospectus as so amended, supplemented or modified will not, in light of the circumstances when the information described as such in Section 7(bthe Pricing Disclosure Package or the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) hereof.under the 1933 Act) is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package and the Prospectus will comply with law; (ed) The Company will make generally available not for a period of 30 days following the date hereof, without the prior written consent of Barclays Capital Inc. and Citigroup Global Markets Inc., (i) offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the 1934 Act with respect to the Securities, any Common Stock or any securities convertible into or exercisable or exchangeable for Securities or Common Stock (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such securities, in cash or otherwise; provided, however, that the Company may (1) issue and sell the Securities, (2) issue Common Stock or securities convertible into or exchangeable for Common Stock upon exercise of an option or warrant or conversion of a security outstanding on the date of the Prospectus, (3) issue Common Stock or securities convertible into or exchangeable for Common Stock in amounts permitted on the date hereof under the Company’s securityholders employee or non-employee director stock option plans, benefit plans and long-term incentive plans, (4) issue Common Stock or securities convertible into or exchangeable for Common Stock under the CenterPoint Energy, Inc. Savings Plan and CenterPoint Energy, Inc. Investor’s Choice Plan and (5) issue and sell securities convertible into or exchangeable for shares of Common Stock. This Section 4(d) shall not during the foregoing 30 day period prohibit the Company from filing any (i) registration statements, including pre- or post-effective amendments to registration statements, with the Commission relating to any securities of the Company other than Common Stock or securities convertible into or exchangeable for Common Stock or (ii) registration statements, including pre- or post-effective amendments to registration statements, (A) relating to the Underwriters as soon as practicable an earnings statement that satisfies issuance of Common Stock in amounts permitted on the provisions of Section 11(a) date hereof pursuant to any employee or non-employee director stock option plans, benefit plans and long-term incentive plans of the Securities ActCompany, including Rule 158 thereunder. If (B) relating to the issuance of Common Stock pursuant to the CenterPoint Energy, Inc. Savings Plan or the CenterPoint Energy, Inc. Investor’s Choice Plan or (C) relating to Common Stock issuable upon conversion of convertible debt securities of the Company makes such earnings statement publicly available by press release or filing with existing at the Commissiondate hereof, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” described in the Pricing Disclosure Package and the Prospectus. (ge) The That the Company agrees will endeavor to qualify, at its expense, the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request and to pay all filing fees, reasonable expenses and legal fees in connection therewith and in connection with the determination of the eligibility for investment of the Securities; provided, that the Company shall not be required Commission filing fees relating to qualify as a foreign corporation or a dealer in securities or to file any consents to service of process under the Securities in accordance with Rules 456 laws of any jurisdiction; (f) That the Company will make generally available to its security holders and 457 the holders of the Securities as soon as practicable an earnings statement of the Company covering a twelve-month period beginning after the Closing Date which shall satisfy the provisions of Section 11(a) of the 1933 Act and the rules and regulations of the Commission thereunder (including Rule 158 under the 1933 Act.); and (hg) Until midnightThat the Company will use its commercially reasonable efforts to have the Securities approved for listing, upon official notice of issuance by the New York City timeStock Exchange (“NYSE”) and the NYSE Chicago (“CHX”), on at or prior to the Closing Date, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatthe several Underwriters as follows: (a) The Company will: will use its reasonable best efforts to cause any amendments to the Registration Statement to become effective, and will advise you promptly and, if requested by you, will confirm such advice in writing (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within of the time period required by Rule 424(b) under the Securities Act. During and date of any time when a prospectus relating filing of any post-effective amendment to the Securities is required to be delivered under the Securities ActRegistration Statement, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission filing of any amendment or supplement to the Base Prospectus (including the Preliminary Prospectus or the Prospectus, and of the time and date that any Preliminary Prospectus), any post-effective amendment to the Registration Statement becomes effective, (ii) if Rule 430B under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus, or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative Commission to prepare or counsel for the Underwriters, file any amendments to the Registration Statement or amendments or supplements to the Registration Statement, the Preliminary Prospectus that may be necessary to comply with lawor the Prospectus, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities any request by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will Commission to provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus additional information relating to the Securities is required to be delivered under Company or the Securities Act offer and sale of the Shares, (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies iv) of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, (y) jurisdiction or the institution, threatening or contemplation initiation of any proceeding for such purposes, and (v) within the Prospectus Delivery Period (as defined below), of any purpose identified change in the preceding clause Company’s condition (w) financial or (x) otherwise), business, prospects, properties, net worth or pursuant results of operations, or of any event that comes to Section 8A the attention of any officer of the Securities ActCompany that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (zas then amended or supplemented) to comply with the Act or any request made by other law. If at any time the Commission for amending shall issue any stop order suspending the effectiveness of the Registration Statement, for amending the Company will promptly advise the Representative and make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the Prospectus or for additional informationearliest possible time. The Company will use commercially reasonable efforts to prevent provide the issuance Underwriters with copies of any the form of Prospectus, in such stop order andnumber as the Underwriters may reasonably request, if any and file with the Commission such stop order is issued, to obtain Prospectus in accordance with the withdrawal thereof as promptly as possiblerequirements of Rule 424(b) under the Act. (b) The Company will cooperate furnish to you, without charge, two signed copies of the Registration Statement as originally filed with the Underwriters in qualifying the Securities for offering Commission and sale in of each jurisdiction as the Representatives shall designate includingamendment thereto, but not limited toincluding financial statements and all exhibits thereto, pursuant and will also furnish to applicable state securities (“Blue Sky”) laws you, without charge, such number of certain states conformed copies of the United States Registration Statement as originally filed and of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long each amendment thereto as you may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjectreasonably request. (c) The Company agrees thatwill promptly file with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, unless it obtains in the prior written consent judgment of the RepresentativeCompany or the Representative be required by the Act or requested by the Commission. (d) The Company will furnish a copy of any amendment or supplement to the Registration Statement or to the Prospectus to you and your counsel, and each Underwriter, severally and not jointly, agrees obtain your consent prior to filing any of those with the Commission. (e) The Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities Common Stock that would constitute an “Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by Prospectus” (as defined in Rule 405 under the Company with the Commission or retained by the Company under Rule 433; provided that Act) unless it obtains the prior written consent of the parties hereto shall be deemed to have been given Representative. (f) The Company will retain in respect of accordance with the Act all Issuer Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by pursuant to the Company Act; and if at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplements, would conflict with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and information in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package most recent Preliminary Prospectus or the Prospectus, as then amended Prospectus or supplemented, would include any an untrue statement of a material fact or omit 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, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have or may hereafter reasonably request, copies of the Preliminary Prospectus. Consistent with the provisions of Section 5(i) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdiction in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of the Preliminary Prospectus. (h) During the Prospectus Delivery Period (as defined below), the Company will file all documents required to be filed with the Commission pursuant to Sections 13, 14 and 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act (subject to applicable extension periods). (i) As soon after the execution and delivery of this Agreement as is practicable, and thereafter from time to time during the period for which the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer (such period, the “Prospectus Delivery Period”), and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto prepared by the Company) as it may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto prepared by the Company) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for the Prospectus Delivery Period. If at any time prior to the later of (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Prospectus or (ii) the expiration of the Prospectus Delivery Period, any event shall occur that, in the judgment of the Company or in the opinion of counsel for the Underwriters, is required to be set forth in the Prospectus (as then amended or supplemented) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason the Company and the Representative determine it shall be is necessary at any time to amend the Registration Statement supplement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable any other law, the Company will promptly notify the Underwriters thereof and will promptlyprepare and, at its own expense, but subject to the second sentence of Section 3(a)(i5(a) hereof: (x) prepare and , file with the Commission Commission, an appropriate supplement or amendment thereto, and will furnish to the Registration Statement or amendment or supplement Representative, and to the Pricing Disclosure Package or the Prospectus which each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. (j) The Company will correct such statement or omission or effect such compliance; use reasonable best efforts to cooperate with you and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such quantities jurisdictions as the Underwriters you may reasonably request. If there occurs an event designate and will file such consents to service of process or development other documents as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact may be reasonably necessary in order to make effect and maintain such registration or qualification for so long as required to complete the statements thereindistribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the light event that the qualification of the circumstances then prevailing, not misleadingShares in any jurisdiction is suspended, the Company will notify shall so advise you promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereofwriting. (ek) The Company will make generally available to its security holders a consolidated earnings statement (in form complying with the Company’s securityholders provisions of Rule 158), which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and to the Underwriters ending not later than 15 months thereafter, as soon as practicable an after the end of such period, which consolidated earnings statement that satisfies shall satisfy the provisions of Section 11(a) of the Securities Act. (l) During the period ending three years from the date hereof, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release will furnish to you and, upon your request, to each of the other Underwriters, as soon as available, a copy of each proxy statement, quarterly or filing annual report or other report of the Company mailed to stockholders or filed with the Commission, it provided that the Company’s obligation pursuant to this Section 5(l) shall be deemed satisfied to have satisfied its obligations under this paragraph (e)the extent the Company files or furnishes any such document or report on XXXXX. (fm) If this Agreement shall terminate after execution pursuant to any provision hereof, or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse you and the other Underwriters for expenses reasonably incurred by you in connection herewith in a manner consistent with Section 7. (n) The Company will apply the net proceeds from the sale of the Securities as set forth Shares to be sold by it hereunder in accordance in all material respects with the statements under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus. (go) The Company agrees to pay For a period commencing on the required Commission filing fees relating to date hereof and ending on the Securities in accordance with Rules 456 and 457 90th day after the date of the Securities Act. Prospectus (h) Until midnight, New York City time, on the Closing Date“Lock-Up Period”), the Company will notagrees not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person during the Lock-Up Period) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Stock issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof (the “Company Plans”) or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options or other equity awards pursuant to Company Plans), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments (but excluding any supplements for purposes of amending the lists of selling stockholders as a result of transfers), with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative (which consent may be withheld at the sole discretion on behalf of the Underwriters, and to cause each officer, director and stockholder of the Company set forth on Schedule III hereto to execute and furnish to the Representative, not later than the second full business day preceding the date of this Agreement, a letter agreement substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). For the avoidance of doubt, the foregoing restrictions shall not apply to sales of Common Stock by the Company, from time to time, pursuant to that certain Equity Distribution Agreement, by and between the Company and Xxxxxxxxxxx & Co. Inc., dated September 7, 2018, so long as the price per share of such sales is greater than $3.43. (p) Prior to the Closing Date or the Additional Closing Date, as the case may be, the Company will furnish to you, upon your request, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus. (q) The Company will comply with all provisions of any undertakings contained Part II, Item 17 of the Registration Statement. (r) The Company will not at any time during the one year period following the date of the Prospectus, directly or indirectly, selltake any action designed, offeror which might reasonably be expected to cause or result in, contract or grant which will constitute, stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any option to sellof the Shares. (s) The Company will timely file with the NYSE American (the “NYSE”) all documents and notices required by the NYSE in connection with the sale and issuance of the Shares. (t) The Company shall engage and maintain, pledgeat its expense, a transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 agent and, if necessary under the Exchange Act, jurisdiction of its incorporation or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities rules of the Company or securities exchangeable NYSE, a registrar (which, if permitted by applicable laws and rules may be the same entity as the transfer agent) for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performanceCommon Stock.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatthe several Underwriters as follows: (a) The Company will: will use its best efforts to cause the Registration Statement and any amendments thereto to become effective, if it has not already become effective, and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing (i) file when the Prospectus Registration Statement has become effective and the time and date of any filing of any post-effective Registration Statement or any amendment or supplement thereto with to any Preliminary Prospectus or the Commission in the manner Prospectus and within the time period required by and date that any post-effective amendment to the Registration Statement becomes effective, (ii) if Rule 430B under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (xiii) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance receipt of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations comments of the Commission, promptly upon or any request by the Representative or counsel Commission for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Registration Statement, any Preliminary Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters additional information, (iv) of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, (y) jurisdiction or the institution, threatening or contemplation initiation of any proceeding for such purposes and (v) within the period of time referred to in Section 5(i) below, of any purpose identified change in the preceding clause Company’s condition (w) financial or (x) other), business, prospects, properties, net worth or pursuant results of operations, or of any event that comes to Section 8A the attention of the Securities ActCompany that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (zas then amended or supplemented) to comply with the Act or any request made by other law. If at any time the Commission for amending shall issue any stop order suspending the effectiveness of the Registration Statement, for amending the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the Prospectus or for additional informationearliest possible time. The Company will use commercially reasonable efforts to prevent provide the issuance Underwriters with copies of any the form of Prospectus, in such stop order andnumber as the Underwriters may request, if any and file with the Commission such stop order is issued, to obtain Prospectus in accordance with Rule 424(b) of the withdrawal thereof as promptly as possibleAct before the close of business on the first business day immediately following the date hereof. (b) The Company will cooperate furnish to the Representative, without charge, two signed duplicate originals of the Registration Statement as originally filed with the Underwriters in qualifying Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to the Securities for offering Representative, without charge, such number of conformed copies of the Registration Statement as originally filed and sale in of each jurisdiction amendment thereto as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as Representative may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjectreasonably request. (c) The Company agrees thatwill promptly file with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, unless it obtains in the prior written consent judgment of the Company or the Representative be required by the Act or requested by the Commission. (d) The Company will furnish a copy of any amendment or supplement to the Registration Statement or to the Prospectus or any Issuer Free Writing Prospectus to the Representative and counsel for Underwriters and obtain the Representative, and each Underwriter, severally and not jointly, agrees ’s consent prior to filing any of those with the Commission. (e) The Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities Common Stock that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by without the Representative’s prior consent. (f) The Company will retain in accordance with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Act all Issuer Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by pursuant to the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act Act; and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, if at any time prior to after the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), hereof any event occurs events shall have occurred as a result of which the Registration Statement, the Pricing Disclosure Package or the any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or or, if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus any Issuer Free Writing Prospectus, to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof Representative and, upon the Representative’s request, to file such document and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amendment to the Registration Statement amended or amendment or supplement to the Pricing Disclosure Package or the supplemented Issuer Free Writing Prospectus which that will correct such conflict, statement or omission or effect such compliance; and . (yg) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus Prior to the Underwriters execution and delivery of this Agreement, the Company has delivered or will deliver to the Representative, without charge, in such quantities as the Representative have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(i) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (h) During the Prospectus Delivery Period (as defined below), the Company will file all documents required to be filed with the Commission pursuant to Sections 13, 14 and 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act. (i) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (the “Prospectus Delivery Period”), and for so long a period as the Representative may reasonably request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. If there occurs an event The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or development as a result supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Pricing Disclosure Package or Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus would include an untrue statement is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of material fact (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Registration Statement or would omit (ii) the expiration of prospectus delivery requirements with respect to state a material fact necessary the Shares under Section 4(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances then prevailingunder which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with the Act or any other law, the Company will notify promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply forthwith prepare and, subject to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b5(a) hereof, file with the Commission and use its best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment thereto, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. (ej) The Company will cooperate with the Representative and counsel for the Underwriters in connection with the registration (or exemption therefrom) or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Representative may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event that the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise the Representative promptly in writing. (k) The Company will make generally available to its security holders a consolidated earnings statement (in a form complying with the Company’s securityholders provisions of Rule 158 under the Act), which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and to the Underwriters Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable an after the end of such period, which consolidated earnings statement that satisfies shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (fl) During the period ending five years from the date hereof, the Company will furnish to the Representative, as soon as available, such other information concerning the Company as the Representative may reasonably request from time to time. (m) If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (except pursuant to a termination under Section 12 hereof, other than clauses (iv) or (v)) or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement and such inability, failure or refusal to comply shall, in the sole judgment of the Representative, have a material adverse effect on the ability to consummate the transactions contemplated hereby, the Company agrees to reimburse the Representative and the other Underwriters for all reasonable accountable out-of-pocket expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by the Representative) reasonably incurred by the Representative and the other Underwriters in connection herewith. (n) The Company will apply the net proceeds from the sale of the Securities as set forth Shares to be sold by it hereunder in accordance in all material respects with the statements under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus. (go) The Company agrees to pay For a period commencing on the required Commission filing fees relating to date hereof and ending on the Securities in accordance with Rules 456 and 457 90th day after the date of the Securities Act. Prospectus (h) Until midnightas the same may be extended as described below, New York City time, on the Closing Date“Lock-Up Period”), the Company will not, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than shares of Common Stock issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters (which consent may be withheld at the sole discretion of the Representative). In addition, the Company shall cause each person set forth on Exhibit A hereto to furnish to the Representative, on or prior to September 24, 2009, a letter or letters, substantially in the form of Exhibit B hereto (the “Lock-Up Agreements”). Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(o) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing. (p) Prior to the Closing Date or the Additional Closing Date, as the case may be, the Company will furnish to the Representative, as promptly as possible, copies of any quarterly unaudited interim consolidated financial statements of the Company and its subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus. (q) The Company will comply with all provisions of any undertakings contained in the Registration Statement. (r) The Company will not at any time, directly or indirectly, selltake any action designed, offeror which might reasonably be expected to cause or result in, contract or grant which will constitute, stabilization or manipulation of the price of the shares of Common Stock and will not take any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 action prohibited by Regulation M under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in connection with the distribution of the Shares. (s) The Company will timely file with Nasdaq Global Select Market (“Nasdaq”) all documents and notices required by Nasdaq of companies that have or will issue securities that are traded on Nasdaq. The Company will comply in all material respects with all requirements of Nasdaq with respect ofto the issuance of the Shares and take all action necessary or appropriate to permit the trading of the Shares on Nasdaq. (t) The Company shall engage and maintain, any debt securities of at its expense, a transfer agent (which may be the Company or securities exchangeable for or convertible into debt securities an affiliate of the Company. The Representative on behalf ) and, if necessary under the jurisdiction of its incorporation or the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company rules of any one or more of national securities exchange on which the foregoing covenants or extend Common Stock is listed, a registrar (which, if permitted by applicable laws and rules may be the time same entity as the transfer agent) for their performancethe Common Stock.

Covenants and Agreements. The Company further Each Grantor hereby covenants and agrees with each Underwriter that: (a) The Company willas follows: (i) file it shall at the Prospectus and time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(b) of the Credit Agreement, report to the Collateral Agent (i) the filing of any amendment or supplement thereto application to register any Intellectual Property with the Commission United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) during such preceding Fiscal Year and (ii) the registration of any Intellectual Property by any such office during such preceding Fiscal Year, in each case by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Actform of Exhibit A attached hereto, the Company (x) will comply together with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder Supplements to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectivenessSchedules thereto; (ii) without chargeit shall, so long as a prospectus relating promptly upon the reasonable request of the Collateral Agent, execute and deliver to the Securities is Collateral Agent any document required to be delivered under acknowledge, confirm, register, record, or perfect the Securities Act (including Collateral Agent’s interest in circumstances where such requirement may be satisfied pursuant to Rule 172)any part of the Intellectual Property, as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus whether now owned or any amendment or supplement thereto as the Representative may reasonably request; andhereafter acquired; (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) the institution, threatening or contemplation of any proceeding for any purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate except with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent of the RepresentativeCollateral Agent or as permitted under the Credit Agreement, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments purporting to evidence or create a Lien or security interest upon or with respect to the Intellectual Property, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Agent, and each Underwriter, severally and Grantor shall not jointly, agrees suffer to exist any Lien upon or with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating respect to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed Intellectual Property, except for the Lien created by the Company with the Commission or retained by the Company and under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof. (e) The Company will make generally available to the Company’s securityholders and to the Underwriters as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus. (g) The Company agrees to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on the Closing Date, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.Credit Documents;

Covenants and Agreements. I. The Company further Manager covenants and agrees with each Underwriter thatof the several Underwriters as follows: (a) The Company will: (i) file to file, if required, the final Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required periods specified by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered and Rule 430A under the Securities Act, and to furnish copies of the Company Prospectus to the Underwriters, provided that the distribution of such copies shall be at the Underwriters' expense, in New York City prior to 10:00 a.m., New York City time, on the Business Day next succeeding the date of this Agreement in such quantities as the Representative may reasonably request; (xb) will comply with all requirements imposed to deliver, at the expense of the Manager, to the Representative upon it by its request up to 5 signed copies of the Securities ActRegistration Statement and each post-effective amendment thereto, the Exchange Act and the Trust Indenture Actin each case including exhibits, and the respective rules and regulations to each other Underwriter a conformed copy of the Commission thereunder Registration Statement and each post-effective amendment thereto, in each case without exhibits and, during the period mentioned in paragraph (e) below, to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and each of the ProspectusUnderwriters, as then amended or supplementedmany copies of the Prospectus (including all amendments and supplements thereto) as the Representative may reasonably request, and provided that the distribution of such copies shall be at the Underwriter's expense; (yc) will not file with for the Commission period of 90 days following the first date of the public offering of the Class A Notes only, before filing any amendment or supplement to the Registration Statement or the Base Prospectus (including and the Prospectus Supplement, to furnish to the Representative a copy of the proposed amendment or supplement for review and not to file any Preliminary Prospectus)such proposed amendment or supplement to which the Representative reasonably objects; (d) to advise the Representative promptly, and to confirm such advice in writing, (I) for the period of 90 days following the first date of the public offering of the Class A Notes only, (i) when any amendment to the Registration Statement has been filed or becomes effective, (ii) when any supplement to the Prospectus or any Free Writing amendment to the Prospectus unless the Underwriters previously have has been advised of, filed and furnished with a copy within a reasonable period of time prior to, the proposed filing and to furnish the Representative shall have given its consent to such filingwith copies thereof, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations (iii) of the Commission, promptly upon any request by the Representative Commission for any amendment or counsel for the Underwriters, any amendments supplement to the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or to the Prospectus or for any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters additional information, (iv) of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or of any order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus or any Free Writing Prospectus the initiation or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) the institution, threatening or contemplation of any proceeding for any purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictionsthat purpose, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (cv) The Company agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, Prospectus as then amended or supplemented, supplemented would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if and (II) of the receipt by the Manager of any notification with respect to any suspension of the qualification of the Class A Notes for offer and sale in any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package jurisdiction or the Prospectus initiation or threatening of any proceeding for such purpose; and to comply with use its best efforts to prevent the Securities Actissuance of any such stop order, or of any order preventing or suspending the Exchange Act use of any preliminary prospectus or the Trust Indenture Act Prospectus, or the respective rules or regulations of any order suspending any such qualification of the Commission thereunder Class A Notes, or applicable lawnotification of any such order thereof and, if issued, to obtain as soon as possible the Company will promptly notify withdrawal thereof; (e) if, during the Underwriters thereof and will promptlyperiod of 90 days following the first date of the public offering of the Class A Notes, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development shall occur as a result of which the Pricing Disclosure Package it is necessary to amend or supplement the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingwhen the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Company will notify promptly Prospectus to comply with law, forthwith to prepare and furnish, at the expense of the Manager, to the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company dealers (whose names and addresses the Representative will furnish to the Manager) to which Class A Notes may have been sold by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or Representative on behalf of the Underwriters and to any Underwriter consists other dealers upon request, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the information described as such in Section 7(b) hereof.circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law; (ef) The Company will to endeavor to qualify the Class A Notes for offer and sale under the securities or Blue Sky laws of such states or territories of the United States as the Representative shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Class A Notes; provided that the Manager shall not be required to file a general consent to service of process in any jurisdiction; (g) to make generally available to the Company’s securityholders holders of the Class A Notes and to the Underwriters Representative as soon as practicable an earnings statement that satisfies covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act, including Act and Rule 158 of the Commission promulgated thereunder. If ; (h) so long as the Company makes Class A Notes are outstanding, to furnish to the Representative (i) copies of each certificate, the annual statements of compliance and the annual independent certified public accountant's audit report on the financial statements furnished to the Issuer Trustee pursuant to the Basic Documents by first class mail as soon as practicable after such earnings statement publicly available statements and reports are furnished to the Issuer Trustee, (ii) copies of each amendment to any of the Basic Documents, (iii) on each day preceding a Quarterly Payment Date or as soon thereafter as practicable, notice by press release telex or filing facsimile to the Representative of the Note Factor (as defined in the note conditions set out in Schedule 2 of the Note Trust Deed, the "Note Conditions") (iv) copies of all reports or other communications (financial or other) furnished to holders of the Class A Notes, and copies of any reports and financial statements furnished to or filed with the Commission, any governmental or regulatory authority or any national securities exchange in connection with the Class A Notes, and (v) from time to time such other information concerning the Trust or the Manager as the Representative may reasonably request; (i) to the extent, if any, that the ratings provided with respect to the Class A Notes by Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Group, A Division of The XxXxxx-Xxxx Companies, Inc. (the "Rating Agencies") are conditional upon the furnishing of documents or the taking of any other action by the Manager, the Manager shall use its best efforts to furnish such documents and take any other such action; (j) to assist the Representative to make arrangements with DTC, Euroclear and Clearstream, Luxembourg concerning the issue of the Class A Notes and related matters; (k) to not take, or cause to be taken, any action and will not knowingly permit any action to be taken which it shall be deemed knows or has reason to have satisfied believe would result in the Class A Notes not being assigned the ratings referred to in Section 6(m) below; (l) to pay all fees, costs and expenses incident to the performance of its obligations hereunder, including commissions payable, in immediately available funds to the Underwriters for the performance of their obligations under this paragraph Agreement whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, as set forth in the Fee Letter; provided that such payments shall be made without prejudice to the rights or remedies of the Manager related to any termination of this Agreement; and (em) to cause the charges created by or contained in the Security Trust Deed to be registered within all applicable time limits in accordance with the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (and any regulations related thereto). II. The Issuer Trustee covenants and agrees with each of the several Underwriters and each of the Macquarie Parties as follows: (fa) The Company will apply to use the net proceeds received by the Issuer Trustee from the sale of the Securities as set forth Class A Notes pursuant to this Agreement in the manner specified in the Prospectus Supplement under “the caption "Use of Proceeds” "; (b) to notify the Representative and the Macquarie Parties promptly after it becomes actually aware of any matter which would make any of its representations and warranties in this Agreement untrue if given at any time prior to payment being made to the Issuer Trustee on the Closing Date and take such steps as may be reasonably requested by the Representative to remedy the same; (c) to pay any stamp duty or other issue, transaction, value added or similar tax, fee or duty (including court fees) in relation to the execution of, or any transaction carried out pursuant to, the Basic Documents or in connection with the issue and distribution of the Class A Notes or the enforcement or delivery of this Agreement; (d) to use all reasonable efforts to procure satisfaction on or before the Closing Date of the conditions referred to in Section 6 below and, in particular (i) the Issuer Trustee shall execute those of the Basic Documents not executed on the date hereof on or before the Closing Date, and (ii) the Issuer Trustee will assist the Representative to make arrangements with DTC, Euroclear and Clearstream, Luxembourg concerning the issue of the Class A Notes and related matters; (e) to perform all of its obligations under each of the Basic Documents to which it is a party which are required to be performed prior to or simultaneously with the closing on the Closing Date; (f) not to take, or cause to be taken, any action or knowingly permit any action to be taken which it knows or has reason to believe would result in the Pricing Disclosure Package and Class A Notes not being assigned the Prospectus.ratings referred to in Section 6(m) below; and (g) The Company agrees not, prior to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, or on the Closing Date, amend the Company will not, terms of any Basic Document nor execute any of the Basic Documents other than in the agreed form without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatof the Underwriters: (a) The That the Company will:will furnish without charge to the Underwriters a copy of the Registration Statement, including all documents incorporated by reference therein and exhibits filed with the Registration Statement (other than exhibits which are incorporated by reference and have previously been so furnished), and, during the period mentioned in paragraph (c) below, as many written and electronic copies of the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, any documents incorporated by reference therein at or after the date thereof (including documents from which information has been so incorporated) and any supplements and amendments thereto as each Underwriter may reasonably request; (b) That the Company will cause the Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) and will promptly advise the Underwriters (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless shall have been filed; provided, that, with respect to documents filed pursuant to the Exchange Act and incorporated by reference into the Registration Statement, such notice shall only be required during such time as the Underwriters previously have been advised of, and furnished with a copy within a are required in the reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations opinion of the CommissionRepresentatives, promptly upon to deliver a prospectus (or the notice referred to in Rule 173(a) under the Securities Act), (ii) of any request by the Representative or counsel Commission for the Underwriters, any amendments to amendment of the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with lawStatement, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto the institution or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) the institution, threatening or contemplation of any proceeding for any that purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities ActAct against the Company or related to the offering, or and (ziv) any request made of the receipt by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, notification with respect to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states suspension of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement qualification of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer Shares for sale in any jurisdiction or to subject itself to taxation the initiation or threatening of any proceeding for such purpose. So long as any Underwriter is required in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent reasonable opinion of the RepresentativeRepresentatives to deliver a prospectus (or the notice referred to in Rule 173(a) under the Securities Act), and each Underwriter, severally and not jointly, agrees with the Company that, will not file any amendment to the Registration Statement or supplement to the Preliminary Prospectus or the Prospectus unless it the Company has obtained furnished one copy of such amendment or will obtain, as the case may be, the prior written consent supplement to each of the CompanyRepresentatives and to Debevoise & Pxxxxxxx LLP, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus and, if such amendment or that would otherwise constitute a Free Writing Prospectus required supplement is to be filed by on or prior to the Company with Closing Date, or under circumstances where the Underwriters are required in the reasonable opinion of the Representatives, to deliver a prospectus (or the notice referred to in Rule 173(a) under the Securities Act), the Representatives, shall not reasonably have objected thereto. If the Commission or retained by shall issue a stop order suspending the Company under Rule 433; provided that the prior written consent effectiveness of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and Company will take such steps to obtain the Prospectus. Iflifting of that order as in the best judgment of the Company are not contrary to the interests of the Company; (c) That if, at any time prior to when in the later opinion of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, Representatives the Pricing Disclosure Package or the ProspectusProspectus (or the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered by an Underwriter or a dealer, any event shall occur as then amended or supplemented, would include any untrue statement a result of a material fact or omit to state any material fact necessary in order to make the statements thereinwhich it is necessary, in the light opinion of the circumstances under which they were madeRepresentatives or counsel for the Company, not misleading, or if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with or modify the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary information incorporated by reference therein in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of existing when the Pricing Disclosure Package or the Prospectus may cease until (or the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is amended shall be necessary in the opinion of the Representatives, to amend or supplemented. The foregoing two sentences do not apply to statements in or omissions from supplement the Pricing Disclosure Package or the Prospectus based or modify such information to comply with law, the Company will forthwith (i) prepare and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to whom Shares may have been sold by the Underwriters and to any other dealers upon reasonable request, either amendments or supplements to the Pricing Disclosure Package or the Prospectus or (ii) file with the Commission documents incorporated by reference in the Pricing Disclosure Package and Prospectus, which shall be so supplied to the Underwriters and such dealers, in either case so that the statements in the Pricing Disclosure Package or the Prospectus as so amended, supplemented or modified will not, in light of the circumstances when the Pricing Disclosure Package or the Prospectus (or the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package and the Prospectus will comply with law; (d) That, if required, the Company will endeavor to qualify, at its expense, the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request and to pay all filing fees, reasonable expenses and legal fees in connection therewith and in conformity connection with written information furnished to the determination of the eligibility for investment of the Shares; provided, that the Company by shall not be required to qualify as a foreign corporation or a dealer in securities or to file any Underwriter specifically for use therein, it being understood and agreed that consents to service of process under the only such information furnished by or on behalf laws of any Underwriter consists of the information described as such in Section 7(b) hereof.jurisdiction; (e) The That the Company will pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (f) That the Company will make generally available to its security holders and the Company’s securityholders and to holders of the Underwriters Shares as soon as practicable an earnings statement that satisfies of the Company covering a twelve month period beginning after the Closing Date which shall satisfy the provisions of Section 11(a) of the Securities Act, Act and the rules and regulations of the Commission thereunder (including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus.Act); and (g) The Company agrees to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on the Closing Date, the Company will notThat, without the prior written consent of the Representative (which consent may be withheld at the sole discretion Mxxxxx Sxxxxxx & Co. LLC on behalf of the Representative)Underwriters, the Company will not, during the period (the “restricted period”) ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, sellany shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, offeror (ii) enter into any swap or other arrangement that transfers to another, contract in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the settlement or conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or that would otherwise expire or vest by its terms during the restricted period, (C) the grant of equity awards to employees, directors or other service providers of the Company or any option of its subsidiaries pursuant to sella compensatory equity plan in existence as of the date hereof, pledgeincluding, transfer for the avoidance of doubt, the conversion of equity awards in connection with an acquisition, (D) the filing of a registration statement on Form S-8 (or establish an open “put equivalent position” within any successor or other appropriate form) with respect to shares of Common Stock to be issued pursuant to a compensatory equity plan in existence as of the meaning date hereof, or (E) the establishment of a trading plan pursuant to Rule 16a-1 10b5-1 under the Exchange Act, for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 90-day restricted period and no public announcement or otherwise dispose filing under the Exchange Act regarding the establishment of such plan shall be required of or transfer, voluntarily made by or announce on behalf of the offering of, relevant director or file any registration statement under the Securities Act in respect of, any debt securities executive officer of the Company or securities exchangeable for or convertible into debt securities the Company during the restricted period. (h) The Company will use the net proceeds received by it from the sale of the Company. Shares in the manner specified in the Prospectus under “Use of Proceeds”. (i) The Representative on behalf Company will use its best efforts to effect the listing of the several Underwriters, may, in its sole discretion, waive in writing Shares on the performance by the Company of any one or more of the foregoing covenants or extend the time for their performanceNew York Stock Exchange.

Covenants and Agreements. The Company further covenants Each of the Partnership Parties, jointly and severally, agrees with each Underwriter the several Underwriters that: (a) Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company will: Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) of the Rules and Regulations within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives (i) file when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) of the Rules and Regulations, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Partnership will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. (b) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b) of the Rules and Regulations, any event occurs as a result of which (i) the Disclosure Package or any Issuer Free Writing Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) any Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus, the Partnership will (A) notify promptly the Representatives so that any use of the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, may cease until it is amended or supplemented; (B) amend or supplement the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, to correct such statement, omission or conflict; and (C) supply any amendment or supplement thereto with to the Commission Representatives in the manner and within the time period required by Rule 424(bsuch quantities as they may reasonably request. (c) under the Securities Act. During If, at any time when a prospectus relating to the Securities Units is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 of the Rules and Regulations), any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act, the Partnership promptly will (i) notify the Representatives of any such event; (ii) prepare and file with the Commission, subject to the second sentence of subsection (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (iii) supply any supplemented Prospectus to the Representatives in such quantities as they may reasonably request. (d) As soon as practicable, but in any event not later than sixteen months after the Effective Date, the Partnership will make generally available to its unitholders and to the Representatives an earnings statement or statements of the Partnership and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Rules and Regulations. (e) The Partnership will furnish (or otherwise make available) to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or and any amendment or supplement thereto as the Representative Representatives may reasonably request; and. The Partnership will pay the expenses of printing or other production of all documents relating to the offering. (iiif) advise the UnderwritersThe Partnership will arrange, promptly after receiving notice or obtaining knowledge thereofif necessary, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of for the qualification of the Securities Units for offering or sale in any jurisdiction, (y) under the institution, threatening or contemplation laws of any proceeding for any purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction jurisdictions as the Representatives shall may reasonably designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall will maintain such qualifications in effect for so long as may be necessary in order to complete required for the placement distribution of the SecuritiesUnits; provided, however, that in no event shall the Company shall Partnership be obligated to qualify to do business in any jurisdiction where it is not be obliged now so qualified or to file take any general consent action that would subject it to service of process in suits, other than those arising out of the offering or to qualify as a foreign corporation or as a securities dealer sale of the Units, in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which where it is not otherwise now so subject. (cg) Except as set forth in this Agreement, during the period beginning on and including the date of this Agreement through and including the date that is the 60th day after the date of this Agreement (such period, as the same may be extended pursuant to the provisions set forth in the next sentence, is hereinafter called the “Lock-Up Period”), the Partnership Parties will not, without the prior written consent of Xxxxxxx Xxxxx & Associates, Inc., (1) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units (other than (i) upon vesting of awards granted under the General Partner’s Long-Term Incentive Plan and (ii) issuances of Common Units or options or other rights to acquire Common Units to employees, officers or directors by or pursuant to the General Partner’s Long-Term Incentive Plan not to exceed 25,000 Common Units in the aggregate), except that the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units as payment of any part of the purchase price for businesses that are acquired by the Partnership; provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(g) for the remaining term of the Lock-Up Period; (2) file or cause the filing of any registration statement under the Act with respect to any Common Units or any securities convertible into or exercisable or exchangeable for any Common Units (other than (i) any Rule 462(b) Registration Statement filed to register Common Units to be sold to the Underwriters pursuant to this Agreement), (ii) any registration statement on Form S-8 to register Common Units or options to purchase Common Units pursuant to the General Partner’s Long-Term Incentive Plan, (iii) any registration statement in connection with the entrance by the Partnership into a definitive agreement relating to the acquisition of a business as contemplated by Section 5(g)(1) or (iv) any registration statement on Form S-3; or (3) enter into any swap or other agreement, arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Common Units or any securities convertible into or exercisable or exchangeable for any Common Units, whether any transaction described in (1) or (3) above is to be settled by delivery of Common Units, other securities, in cash or otherwise. Notwithstanding the foregoing, if (i) during the last 17 days of the 60-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 60-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and each individual subject to the restricted period pursuant to the lock-up letters described in Section 9(i) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted period. (h) The Company Memorial Entities will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (i) The Partnership agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the NASDAQ Global Market (“NASDAQ”); (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) filing fees related to the registration and qualification with the Financial Industry Regulatory Authority (“FINRA”); (viii) the transportation and other expenses incurred by or on behalf of the Partnership in connection with presentations to prospective purchasers of the Units; (ix) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership; and (x) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder; provided, that except as expressly provided in this Section 5(i) and Section 7, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel. (j) The Partnership agrees that, unless it obtains has or shall have obtained the prior written consent of the RepresentativeRepresentatives, and each Underwriter, severally and not jointly, agrees with the Company Partnership that, unless it has obtained or will obtainshall have obtained, as the case may be, the prior written consent of the CompanyPartnership, it has not made and will not make any offer relating to the Securities Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus (as defined in Rule 405 of the Rules and Regulations) required to be filed by the Company Partnership with the Commission or retained by the Company Partnership under Rule 433433 of the Rules and Regulations; provided provided, that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule B hereto, II hereto and any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing informationshow. Any such Free Writing Prospectus free writing prospectus consented to by the Representative Representatives or the Company Partnership is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership agrees that (xi) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (yii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (dk) The Company Partnership will comply with use the Securities Act and net proceeds received by it from the Exchange Act so as to permit the completion sale of the distribution of Units in the Securities as contemplated in this Agreement and manner specified in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof. (e) The Company will make generally available to the Company’s securityholders and to the Underwriters as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus.” (gl) The Company agrees Partnership will use its reasonable best efforts to pay effect and maintain the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 listing of the Securities ActCommon Units on NASDAQ. (h) Until midnight, New York City time, on the Closing Date, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Covenants and Agreements. The Company further covenants and agrees with each Underwriter thatof the Underwriters: (a) The That the Company will:will furnish without charge to the Underwriters a copy of the Registration Statement, including all documents incorporated by reference therein and exhibits filed with the Registration Statement (other than exhibits which are incorporated by reference and have previously been so furnished), and, during the period mentioned in paragraph (c) below, as many written and electronic copies of the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, any documents incorporated by reference therein at or after the date thereof (including documents from which information has been so incorporated) and any supplements and amendments thereto as each Underwriter may reasonably request; (b) That the Company will cause the Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) and will promptly advise the Underwriters (i) file the Prospectus and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act. During any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless shall have been filed; provided, that, with respect to documents filed pursuant to the Exchange Act and incorporated by reference into the Registration Statement, such notice shall only be required during such time as the Underwriters previously have been advised of, and furnished with a copy within a are required in the reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations opinion of the CommissionRepresentatives, promptly upon to deliver a prospectus (or the notice referred to in Rule 173(a) under the Securities Act), (ii) of any request by the Representative or counsel Commission for the Underwriters, any amendments to amendment of the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with lawStatement, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request; and (iii) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto the institution or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (y) the institution, threatening or contemplation of any proceeding for any that purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities ActAct against the Company or related to the offering, or and (ziv) any request made of the receipt by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, notification with respect to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states suspension of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement qualification of the Securities; provided, however, that the Company shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer Notes for sale in any jurisdiction or to subject itself to taxation the initiation or threatening of any proceeding for such purpose. So long as any Underwriter is required in respect of doing business in any jurisdiction in which it is not otherwise so subject. (c) The Company agrees that, unless it obtains the prior written consent reasonable opinion of the RepresentativeRepresentatives to deliver a prospectus (or the notice referred to in Rule 173(a) under the Securities Act), and each Underwriter, severally and not jointly, agrees with the Company that, will not file any amendment to the Registration Statement or supplement to the Preliminary Prospectus or the Prospectus unless it the Company has obtained furnished one copy of such amendment or will obtain, as the case may be, the prior written consent supplement to each of the CompanyRepresentatives and to Xxxxx Xxxx & Xxxxxxxx, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus and, if such amendment or that would otherwise constitute a Free Writing Prospectus required supplement is to be filed by on or prior to the Company with Closing Date, or under circumstances where the Underwriters are required in the reasonable opinion of the Representatives, to deliver a prospectus (or the notice referred to in Rule 173(a) under the Securities Act), the Representatives, shall not reasonably have objected thereto. If the Commission or retained by shall issue a stop order suspending the Company under Rule 433; provided that the prior written consent effectiveness of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule B hereto, any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing information. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (d) The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and Company will take such steps to obtain the Prospectus. Iflifting of that order as in the best judgment of the Company are not contrary to the interests of the Company; (c) That if, at any time prior to when in the later opinion of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, Representatives the Pricing Disclosure Package or the ProspectusProspectus (or the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered by an Underwriter or a dealer, any event shall occur as then amended or supplemented, would include any untrue statement a result of a material fact or omit to state any material fact necessary in order to make the statements thereinwhich it is necessary, in the light opinion of the circumstances under which they were madeRepresentatives or counsel for the Company, not misleading, or if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with or modify the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary information incorporated by reference therein in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of existing when the Pricing Disclosure Package or the Prospectus may cease until (or the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is amended shall be necessary in the opinion of the Representatives, to amend or supplemented. The foregoing two sentences do not apply to statements in or omissions from supplement the Pricing Disclosure Package or the Prospectus based or modify such information to comply with law, the Company will forthwith (i) prepare and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to whom Notes may have been sold by the Underwriters and to any other dealers upon reasonable request, either amendments or supplements to the Pricing Disclosure Package or the Prospectus or (ii) file with the Commission documents incorporated by reference in the Pricing Disclosure Package and Prospectus, which shall be so supplied to the Underwriters and such dealers, in either case so that the statements in the Pricing Disclosure Package or the Prospectus as so amended, supplemented or modified will not, in light of the circumstances when the Pricing Disclosure Package or the Prospectus (or the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package and the Prospectus will comply with law; (d) That, if required, the Company will endeavor to qualify, at its expense, the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request and to pay all filing fees, reasonable expenses and legal fees in connection therewith and in conformity connection with written information furnished to the determination of the eligibility for investment of the Notes; provided, that the Company by shall not be required to qualify as a foreign corporation or a dealer in securities or to file any Underwriter specifically for use therein, it being understood and agreed that consents to service of process under the only such information furnished by or on behalf laws of any Underwriter consists of the information described as such in Section 7(b) hereof.jurisdiction; (e) The That the Company will pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (f) That the Company will make generally available to its security holders and the Company’s securityholders and to holders of the Underwriters Notes as soon as practicable an earnings statement that satisfies of the Company covering a twelve-month period beginning after the Closing Date which shall satisfy the provisions of Section 11(a) of the Securities Act, Act and the rules and regulations of the Commission thereunder (including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus.Act); and (g) The Company agrees That during the period beginning on the date of this Agreement and continuing to pay the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 of the Securities Act. (h) Until midnight, New York City time, on including the Closing Date, the Company will notnot offer, sell, contract to sell or otherwise dispose of any notes, any security convertible into or exchangeable into or exercisable for notes or any other debt securities substantially similar to the Notes (except for the Notes issued pursuant to this Agreement), without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performanceRepresentatives.

Covenants and Agreements. The Company further covenants Each of the Partnership Parties, jointly and severally, agrees with each Underwriter the several Underwriters that: (a) Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company will: Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) of the Rules and Regulations within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives (i) file when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) of the Rules and Regulations, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Partnership will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. (b) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b) of the Rules and Regulations, any event occurs as a result of which (i) the Disclosure Package or any Issuer Free Writing Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) any Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus, the Partnership will (A) notify promptly the Representatives so that any use of the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, may cease until it is amended or supplemented; (B) amend or supplement the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, to correct such statement, omission or conflict; and (C) supply any amendment or supplement thereto with to the Commission Representatives in the manner and within the time period required by Rule 424(bsuch quantity as they may reasonably request. (c) under the Securities Act. During If, at any time when a prospectus relating to the Securities Units is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 of the Rules and Regulations), any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act, the Partnership promptly will (i) notify the Representatives of any such event; (ii) prepare and file with the Commission, subject to the second sentence of subsection (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (iii) supply any supplemented Prospectus to the Representatives in such quantity as they may reasonably request. (d) As soon as practicable, but in any event not later than sixteen months after the Effective Date, the Partnership will make generally available to its unitholders and to the Representatives an earnings statement or statements of the Partnership and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Rules and Regulations. (e) The Partnership will furnish (or otherwise make available) to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or and any amendment or supplement thereto as the Representative Representatives may reasonably request; and. The Partnership will pay the expenses of printing or other production of all documents relating to the offering. (iiif) advise the UnderwritersThe Partnership will arrange, promptly after receiving notice or obtaining knowledge thereofif necessary, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of for the qualification of the Securities Units for offering or sale in any jurisdiction, (y) under the institution, threatening or contemplation laws of any proceeding for any purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction jurisdictions as the Representatives shall may reasonably designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall will maintain such qualifications in effect for so long as may be necessary in order to complete required for the placement distribution of the SecuritiesUnits; provided, however, that in no event shall the Company shall Partnership be obligated to qualify to do business in any jurisdiction where it is not be obliged now so qualified or to file take any general consent action that would subject it to service of process in suits, other than those arising out of the offering or to qualify as a foreign corporation or as a securities dealer sale of the Units, in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which where it is not otherwise now so subject. (cg) Except as set forth in this Agreement, during the period beginning on and including the date of this Agreement through and including the date that is the 45th day after the date of this Agreement (such period, as the same may be extended pursuant to the provisions set forth in the next sentence, is hereinafter called the “Lock-Up Period”), the Partnership Parties will not, without the prior written consent of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units, except that the restrictions set forth in this Section 5(g) shall not apply to (i) the issuance of Common Units or any securities convertible or exchangeable into Common Units as payment of any part of the purchase price for businesses that are acquired by the Partnership; provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(g) for the remaining term of the Lock-Up Period; (ii) the sale of Common Units to the Underwriters; (iii) issuances of restricted Common Units by the Partnership pursuant to the General Partner’s Long-Term Incentive Plan and (iv) issuances of Common Units upon the exercise of options issued under the General Partner’s Long-Term Incentive Plan. (h) The Company Memorial Entities will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (i) The Partnership agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the NASDAQ Global Market (“NASDAQ”); (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) filing fees related to the registration and qualification with the Financial Industry Regulatory Authority (“FINRA”); (viii) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership; and (ix) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder; provided, that except as expressly provided in this Section 5(i) and Section 7, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel. (j) The Partnership agrees that, unless it obtains has or shall have obtained the prior written consent of the RepresentativeRepresentatives, and each Underwriter, severally and not jointly, agrees with the Company Partnership that, unless it has obtained or will obtainshall have obtained, as the case may be, the prior written consent of the CompanyPartnership, it has not made and will not make any offer relating to the Securities Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus (as defined in Rule 405 of the Rules and Regulations) required to be filed by the Company Partnership with the Commission or retained by the Company Partnership under Rule 433433 of the Rules and Regulations; provided provided, that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule B hereto, III hereto and any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing informationshow. Any such Free Writing Prospectus free writing prospectus consented to by the Representative Representatives or the Company Partnership is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership agrees that (xi) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (yii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (dk) The Company Partnership will comply with use the Securities Act and net proceeds received by it from the Exchange Act so as to permit the completion sale of the distribution of Units in the Securities as contemplated in this Agreement and manner specified in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof. (e) The Company will make generally available to the Company’s securityholders and to the Underwriters as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus.” (gl) The Company agrees Partnership will use its reasonable best efforts to pay cause the required Commission filing fees relating Units to be listed on NASDAQ and to maintain the Securities in accordance with Rules 456 and 457 listing of the Securities ActCommon Units on NASDAQ. (h) Until midnight, New York City time, on the Closing Date, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Covenants and Agreements. The Company further covenants Each of the Partnership Parties, jointly and severally, agrees with each Underwriter the several Underwriters that: (a) Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company will: Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) of the Rules and Regulations within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives (i) file when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) of the Rules and Regulations, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Partnership will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. (b) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b) of the Rules and Regulations, any event occurs as a result of which (i) the Disclosure Package or any Issuer Free Writing Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) any Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus, the Partnership will (A) notify promptly the Representatives so that any use of the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, may cease until it is amended or supplemented; (B) amend or supplement the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, to correct such statement, omission or conflict; and (C) supply any amendment or supplement thereto with to the Commission Representatives in the manner and within the time period required by Rule 424(bsuch quantities as they may reasonably request. (c) under the Securities Act. During If, at any time when a prospectus relating to the Securities Units is required to be delivered under the Securities Act, the Company (x) will comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Trust Indenture Act, and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (y) will not file with the Commission any amendment or supplement to the Base Prospectus (including the Prospectus or any Preliminary Prospectus), any amendment to the Registration Statement or any Free Writing Prospectus unless the Underwriters previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing and the Representative shall have given its consent to such filing, which shall not be unreasonably withheld. The Company will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representative or counsel for the Underwriters, any amendments to the Registration Statement or amendments or supplements to the Prospectus that may be necessary to comply with law, in the reasonable judgment of the Representative or counsel for the Underwriters, in connection with the distribution of the Securities by the Underwriters. The Company has advised or will advise, as applicable, the Underwriters, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereto has been filed or become effective or the Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representative and counsel for the Underwriters of each such filing or effectiveness; (ii) without charge, so long as a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 of the Rules and Regulations), any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act, the Partnership promptly will (i) notify the Representatives of any such event; (ii) prepare and file with the Commission, subject to the second sentence of subsection (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (iii) supply any supplemented Prospectus to the Representatives in such quantities as they may reasonably request. (d) As soon as practicable, but in any event not later than sixteen months after the Effective Date, the Partnership will make generally available to its unitholders and to the Representatives an earnings statement or statements of the Partnership and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Rules and Regulations. (e) The Partnership will furnish (or otherwise make available) to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus or and any amendment or supplement thereto as the Representative Representatives may reasonably request; and. The Partnership will pay the expenses of printing or other production of all documents relating to the offering. (iiif) advise the UnderwritersThe Partnership will arrange, promptly after receiving notice or obtaining knowledge thereofif necessary, of (w) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any Free Writing Prospectus or any amendment or supplement thereto, (x) the suspension of for the qualification of the Securities Units for offering or sale in any jurisdiction, (y) under the institution, threatening or contemplation laws of any proceeding for any purpose identified in the preceding clause (w) or (x) or pursuant to Section 8A of the Securities Act, or (z) any request made by the Commission for amending the Registration Statement, for amending or supplementing the Prospectus or for additional information. The Company will use commercially reasonable efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (b) The Company will cooperate with the Underwriters in qualifying the Securities for offering and sale in each jurisdiction jurisdictions as the Representatives shall may reasonably designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall will maintain such qualifications in effect for so long as may be necessary in order to complete required for the placement distribution of the SecuritiesUnits; provided, however, that in no event shall the Company shall Partnership be obligated to qualify to do business in any jurisdiction where it is not be obliged now so qualified or to file take any general consent action that would subject it to service of process in suits, other than those arising out of the offering or to qualify as a foreign corporation or as a securities dealer sale of the Units, in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which where it is not otherwise now so subject. (cg) Except as set forth in this Agreement, during the period beginning on and including the date of this Agreement through and including the date that is the 60th day after the date of this Agreement (such period, as the same may be extended pursuant to the provisions set forth in the next sentence, is hereinafter called the “Lock-Up Period”), the Partnership Parties will not, without the prior written consent of Xxxxxxx Xxxxx & Associates, Inc., (1) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units (other than (i) upon vesting of awards granted under the General Partner’s Long-Term Incentive Plan and (ii) issuances of Common Units or options or other rights to acquire Common Units to employees, officers or directors by or pursuant to the General Partner’s Long-Term Incentive Plan not to exceed 25,000 Common Units in the aggregate), except that the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units as payment of any part of the purchase price for businesses that are acquired by the Partnership; provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(g) for the remaining term of the Lock-Up Period; (2) file or cause the filing of any registration statement under the Act with respect to any Common Units or any securities convertible into or exercisable or exchangeable for any Common Units (other than (i) any Rule 462(b) Registration Statement filed to register Common Units to be sold to the Underwriters pursuant to this Agreement), (ii) any registration statement on Form S-8 to register Common Units or options to purchase Common Units pursuant to the General Partner’s Long-Term Incentive Plan, (iii) any registration statement in connection with the entrance by the Partnership into a definitive agreement relating to the acquisition of a business as contemplated by Section 5(g)(1) or (iv) any registration statement on Form S-3; or (3) enter into any swap or other agreement, arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Common Units or any securities convertible into or exercisable or exchangeable for any Common Units, whether any transaction described in (1) or (3) above is to be settled by delivery of Common Units, other securities, in cash or otherwise. Notwithstanding the foregoing, if (i) during the last 17 days of the 60-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 60-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and each individual subject to the restricted period pursuant to the lock-up letters described in Section 9(h) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted period. (h) The Company Memorial Entities will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (i) The Partnership agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the NASDAQ Global Market (“NASDAQ”); (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) filing fees related to the registration and qualification with the Financial Industry Regulatory Authority (“FINRA”); (viii) the transportation and other expenses incurred by or on behalf of the Partnership in connection with presentations to prospective purchasers of the Units; (ix) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership; and (x) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder; provided, that except as expressly provided in this Section 5(i) and Section 7, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel. (j) The Partnership agrees that, unless it obtains has or shall have obtained the prior written consent of the RepresentativeRepresentatives, and each Underwriter, severally and not jointly, agrees with the Company Partnership that, unless it has obtained or will obtainshall have obtained, as the case may be, the prior written consent of the CompanyPartnership, it has not made and will not make any offer relating to the Securities Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus (as defined in Rule 405 of the Rules and Regulations) required to be filed by the Company Partnership with the Commission or retained by the Company Partnership under Rule 433433 of the Rules and Regulations; provided provided, that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule B hereto, II hereto and any electronic road show and term sheets relating to the Securities containing customary transaction announcement or pricing informationshow. Any such Free Writing Prospectus free writing prospectus consented to by the Representative Representatives or the Company Partnership is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership agrees that (xi) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (yii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For the avoidance of doubt, Underwriter Free Writing Prospectuses that are not required to be filed by the Company with the Commission or retained by the Company under Rule 433 are permitted hereby. (dk) The Company Partnership will comply with use the Securities Act and net proceeds received by it from the Exchange Act so as to permit the completion sale of the distribution of Units in the Securities as contemplated in this Agreement and manner specified in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If, at any time prior to the later of the Closing Date and the final date when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Registration Statement, the Pricing Disclosure Package or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary at any time to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus to comply with the Securities Act, the Exchange Act or the Trust Indenture Act or the respective rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Underwriters thereof and will promptly, at its own expense, but subject to the second sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment to the Registration Statement or amendment or supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended Registration Statement or amended or supplemented Pricing Disclosure Package or Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. If there occurs an event or development as a result of which the Pricing Disclosure Package or the Prospectus would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Underwriters so that any use of the Pricing Disclosure Package or the Prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Pricing Disclosure Package or the Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof. (e) The Company will make generally available to the Company’s securityholders and to the Underwriters as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act, including Rule 158 thereunder. If the Company makes such earnings statement publicly available by press release or filing with the Commission, it shall be deemed to have satisfied its obligations under this paragraph (e). (f) The Company will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus.” (gl) The Company agrees Partnership will use its reasonable best efforts to pay effect and maintain the required Commission filing fees relating to the Securities in accordance with Rules 456 and 457 listing of the Securities ActCommon Units on NASDAQ. (h) Until midnight, New York City time, on the Closing Date, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.