Common use of Covenants of the Company and the Guarantor Clause in Contracts

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the Company and the Guarantor jointly and severally covenant and agree with each Underwriter as follows: (a) The Guarantor will furnish to you, without charge, a signed copy of the Registration Statement and will deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Guarantor will furnish to you a copy of each such proposed amendment or supplement and will not file any such proposed amendment or supplement to which you reasonably object. (c) The Guarantor will furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company and the Guarantor) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. (g) Promptly from time to time as you may reasonably request the Company and the Guarantor will endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and the Guarantees; provided that neither the Company nor the Guarantor will be required to qualify as a foreign corporation or to file a general consent to service of process in any such state. (h) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor will pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the counsel and accountants of the Company and the Guarantor in connection with the registration, issuance and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable in connection with such transfer and delivery, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) and (v) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (i) The Company and the Guarantor will prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (j) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge, grant any option, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company or the Guarantor that are substantially similar to the Securities and the Guarantees without your prior written consent.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the The Company and the Guarantor jointly and severally covenant and agree with each Underwriter as follows: (a) The Guarantor will To furnish to youthe Representatives, without charge, a three signed copy copies of the Registration Statement (including exhibits thereto) and will deliver to each furnish to the Representatives in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of the Underwriters this Agreement or as promptly as practicable thereafter and during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein Prospectus and any supplements and amendments thereto or to the Registration Statement as you the Representatives may reasonably request. (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the ProspectusProspectus prior to the completion of the distribution of the Notes by the Underwriters, the Guarantor will to furnish to you the Representatives a copy of each such proposed amendment or supplement and will not to file any such proposed amendment or supplement to which you the Representatives reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (c) The Guarantor will To furnish to you the Representatives a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not to use or refer to any proposed free writing prospectus to which you the Representatives reasonably object. (d) Neither the Company nor the Guarantor will Not to take any action that would result in an Underwriter or Underwriter, the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities Notes at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will to prepare, file with the Commission and furnish, at their its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Securities Notes as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company and the Guarantor forthwith will to prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to the dealers (whose names and addresses you the Representatives will furnish to the Company and the GuarantorCompany) to which Securities Notes may have been sold by you the Representatives on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. (g) Promptly from time to time as you may reasonably request the Company and the Guarantor will To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you the Representatives shall reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and the Guarantees; provided that neither the Company nor the Guarantor will be required to qualify as a foreign corporation or to file a general consent to service of process in any such staterequest. (h) Whether or not To make generally available to the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company Company’s and the Guarantor will pay or cause to be paid all expenses incident Guarantor’s security holders and to the performance Representatives as soon as practicable an earnings statement covering a period of their obligations under at least twelve months beginning with the first fiscal quarter of the Guarantor occurring after the date of this Agreement, including: (iwhich shall satisfy the provisions of Section 11(a) the fees, disbursements and expenses of the counsel and accountants of the Company and the Guarantor in connection with the registration, issuance and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation rules and filing regulations of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable in connection with such transfer and delivery, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) and (v) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may makethereunder. (i) The During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company and or the Guarantor will or warrants to purchase or otherwise acquire debt securities of the Company or the Guarantor substantially similar to the Notes (other than (i) the Notes, (ii) commercial paper issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives with the authorization to release this lock-up). (j) To prepare a final term sheet relating to the offering of the SecuritiesNotes, containing only information that describes the final terms of the Securities Notes or the offering in a form consented to by the Representatives, and will to file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the SecuritiesNotes. (jk) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge, grant To pay any option, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company or the Guarantor that are substantially similar 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 Guarantees without your prior written consentSecurities Act.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the The Company and the Guarantor jointly and severally covenant and agree with each Underwriter the Underwriters as follows: (a) The Guarantor Company will furnish (i) prepare and file the Prospectus in a form reasonably approved by you pursuant to youRule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the date of this Agreement, without chargeor, a signed copy of the Registration Statement and will deliver to each of the Underwriters during the period mentioned in Section 6(eif applicable, such earlier time as may be required by Rule 430A(a)(3); (ii) make no further amendment or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or supplement to the Registration Statement as or the Prospectus prior to the Closing Date which shall be reasonably disapproved by you may reasonably request. promptly after notice thereof; (biii) Before amending or supplementing advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement, the Time of Sale Prospectus Statement has been filed or the Prospectus, the Guarantor will furnish to you a copy of each such proposed amendment becomes effective or supplement and will not file any such proposed amendment or supplement to which the Prospectus has been filed and furnish you reasonably object. with copies thereof; (civ) The Guarantor will furnish to you a copy of each proposed free writing prospectus file promptly all other materials required to be prepared by or on behalf of, used by, or referred to filed by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Act; (v) advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose or pursuant to Section 8A of the Securities Act, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information, or of any objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; (vi) in the event of the issuance of any stop order or of any order preventing or suspending the use of any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, promptly use its best efforts to obtain the withdrawal of such order; and (vii) prepare the Final Term Sheet, substantially in the form of Schedule IV hereto and approved by the Representative, and file the Final Term Sheet pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared within the time period prescribed by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereundersuch rule. (eb) If During the Time of Sale time when a Prospectus is being used relating to solicit offers to buy the Securities at a is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172) (the “Prospectus Delivery Period”), the Company will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and within the time when periods required by the Exchange Act. (c) If, during the Prospectus is not yet available to prospective purchasers and Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event development shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with Disclosure Package or the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended then supplemented would include any untrue statement of a material fact or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered omit to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, state any event shall occur or condition exist as a result of which it is material fact necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaserunder which they were made, not misleading, or if, in the opinion of counsel for the Underwriters, if it is shall be necessary to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus to comply with applicable lawthe Securities Act, the Company will (i) notify you to suspend the solicitation of offers to purchase the Securities; and the Guarantor forthwith will prepare(ii) promptly prepare and, subject to Section 4(a) hereof, file with the Commission and furnishan amendment or supplement which will correct such statement or omission, at their own expenseor an amendment which will effect such compliance. (d) During the Prospectus Delivery Period, to upon your request the Underwriters and to the dealers (whose names and addresses you Company will furnish to you, without charge, copies of the Registration Statement, including all exhibits, the Prospectus and all amendments and supplements to such documents, including documents incorporated by reference therein, in each case as soon as reasonably practicable and in quantities as are reasonably requested. (e) The Company will cooperate with you and with counsel for the Underwriters in connection with the qualification of the Securities for sale under the laws of such jurisdictions as you may reasonably designate and will take such actions as are reasonably necessary to maintain such qualifications in effect so long as required for the distribution of the Securities; provided, however, that in no event shall either the Company and or the Guarantor) Guarantor be obligated to which Securities may have been sold by you on behalf qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Underwriters and to offering or sale of the Securities, in any other dealers upon requestjurisdiction where it is not now so subject. (f) For a period of 30 days after the date hereof, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented Company will not, without the prior consent of the Representative, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the light disposition by the Company or any affiliate of the circumstances when Company) directly or indirectly, or announce the Prospectus (offering of, any debt securities issued or in lieu thereof guaranteed by the notice referred Company that are substantially similar to in Rule 173(a) of the Securities Act) is delivered (other than the Securities, short-term commercial paper and similar debt instruments in the ordinary course of business, exchanges of debt securities for other debt securities with existing debtholders, and issuances of securities pursuant to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable lawprior contractual commitments). (g) Promptly from time to time as you may reasonably request the The Company and the Guarantor Guarantor, jointly and severally, will endeavor pay the costs and expenses relating to qualify the following matters: (i) the preparation, printing and filing with the Commission of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements to any of them and the delivery of such copies thereof, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (ii) the preparation, issuance and delivery of certificates for the Securities; (iii) the printing and delivery of this Agreement, any “blue sky” memorandum and all other agreements or documents printed and delivered in connection with the offering of the Securities; (iv) any fees charged by securities rating services for rating the Securities; (v) any registration or qualification of the Securities for offer and sale under the securities or Blue Sky “blue sky” laws of such jurisdictions as you shall reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and the Guarantees; provided that neither the Company nor the Guarantor will be required to qualify as a foreign corporation or to file a general consent to service of process in any such state. several states (h) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor will pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the counsel and accountants of the Company and the Guarantor in connection with the registration, issuance and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable in connection with such transfer and delivery, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonable and documented fees and disbursements expenses of counsel for the Underwriters in connection with relating to such qualification registration and in connection with the Blue Sky or legal investment memorandum, qualification); (ivvi) any fees charged by rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel filings required to the Underwriters incurred in connection be made with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., Inc. in connection with any review of the terms of the sale of the Securities (viincluding filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (vii) the costs fees and charges expenses of the Trustee Trustee; (viii) the transportation and any transfer agent, registrar other expenses incurred by or depositary on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and disbursements expenses of counsel (including local and special counsel) for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees Company; and (x) all other costs and expenses incident to the performance of the obligations of by the Company and of its obligations under this Agreement. (h) As soon as reasonably practicable, the Guarantor hereunder for Company will make available to its security holders an earnings statement, which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iiiwill satisfy the provisions of Section 11(a) and (v) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of Rule 158 under the Securities by them and any advertising expenses connected with any offers they may makeAct. (i) The Company and will pay the Guarantor will prepare a final term sheet required Commission filing fees relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the time period required by Rule 433(d)(5)(ii456(b)(1) under the Securities Act following without regard to the date proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the final terms have been established for the offering of the SecuritiesSecurities Act. (j) During If at any time when Securities remain unsold by the period beginning Underwriters the Company receives from the date hereof and continuing until Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the business day after the Time of Deliveryautomatic shelf registration statement form, neither the Company nor will (i) promptly notify the Guarantor Representative, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representative, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representative of such effectiveness. The Company will offer, sell, contract take all other action necessary or appropriate to sell, pledge, grant any option, make any short permit the public offering and sale or otherwise dispose of, except as provided hereunder, any securities of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be. (k) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Disclosure Package or the Guarantor that are substantially similar Prospectus or 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 then prevailing, not misleading, the Company will give prompt notice thereof to the Securities Representative and, if requested by the Representative, will prepare and the Guarantees furnish without your prior written consentcharge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the The Company and the Guarantor Guarantor, jointly and severally severally, covenant and agree with each Underwriter as followsthe several Underwriters that: (a) The Guarantor Company will furnish to you, (i) prepare and timely file with the Commission under Rule 424(b) (without charge, reliance on Rule 424(b)(8)) under the Act a signed copy Prospectus in a form approved by the Representatives containing information previously omitted at the time of effectiveness of the Registration Statement and will deliver in reliance on Rule 430A, 430B or 430C under the Act, (ii) not file any amendment to each of the Underwriters during Registration Statement or distribute an amendment or supplement to the period mentioned in Section 6(e) General Disclosure Package or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents Prospectus or document incorporated by reference therein of which the Representatives shall not previously have been advised and furnished with a copy or to which the Representatives shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations and (iii) file on a timely basis all reports and any supplements and amendments thereto definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the Registration Statement date of the Prospectus and during the Prospectus Delivery Period (as you may reasonably requestdefined below). (b) Before amending or supplementing The Company will (i) not make any offer relating to the Registration Statement, the Time of Sale Notes that would constitute an Issuer Free Writing Prospectus or the Prospectus, the Guarantor will furnish to you that would otherwise constitute a copy of each such proposed amendment or supplement and will not file any such proposed amendment or supplement to which you reasonably object. (c) The Guarantor will furnish to you a copy of each proposed “free writing prospectus prospectus” (as defined in Rule 405 under the Act) required to be prepared by or on behalf of, used by, or referred to filed by the Company or with the Guarantor Commission under Rule 433 under the Act unless the Representatives approve its use in writing prior to first use (each, a “Permitted Free Writing Prospectus”); provided that the prior written consent of the Representatives hereto shall be deemed only to have been given in respect of the Issuer Free Writing Prospectus(es) included in Schedule II hereto, (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 163, 164 and will not use or refer 433 under the Act applicable to any proposed free writing prospectus Issuer Free Writing Prospectus, including the requirements relating to which you reasonably object. timely filing with the Commission, legending and record keeping and (div) Neither the Company nor the Guarantor will not take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the such Underwriter that the such Underwriter otherwise would not have been required to file thereunder. (c) The Company will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Notes, in form and substance satisfactory to the Representatives, and shall file such Final Term Sheet as an Issuer Free Writing Prospectus pursuant to Rule 433 under the Act prior to the close of business two business days after the date hereof; provided that the Company shall provide the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall reasonably object. (d) The Company will advise the Representatives promptly (i) when any post-effective amendment to the Registration Statement or new registration statement relating to the Notes and the Guarantees shall have become effective, or any supplement to the Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration Statement, (iii) of any request of the Commission for amendment of the Registration Statement or the filing of a new registration statement or any amendment or supplement to the General Disclosure Package or the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for any additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, or of the institution of any proceedings for that purpose or pursuant to Section 8A of the Act. The Company will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a any time when during the Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Notes and the Guarantees, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable (if such filing is not yet available otherwise effective immediately pursuant to prospective purchasers Rule 462 under the Act), and any event shall occur (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or condition exist as a result of which it is necessary appropriate to amend or supplement permit the Time of Sale Prospectus in order to make the statements therein, in the light public offering and sale of the circumstances, not misleading, or if any event shall occur or condition exist Notes and the Guarantees to continue as a result of which the Time of Sale Prospectus conflicts with the information contained contemplated in the Registration Statement then on file, that was the subject of the notice under Rule 401(g)(2) under the Act or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, which the Company has otherwise become ineligible. References herein to the Registration Statement relating to the Notes and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments Guarantees shall include such new registration statement or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectuspost-effective amendment, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable lawcase may be. (f) If, during such period after If immediately prior to the first third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Notes remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Notes, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Notes, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the opinion expired registration statement. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. (g) The Company agrees to pay the required filing fees to the Commission relating to the Notes within the time required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act. (h) The Company will cooperate with the Representatives in endeavoring to qualify the Notes and the Guarantees for sale under the securities laws of counsel such jurisdictions as the Representatives may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose; provided the Underwriters Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents as are or may be required to continue such qualifications in effect for so long a period as the Representatives may reasonably request for distribution of the Notes. (i) The Company will deliver to, or upon the order of, the Representatives, from time to time, as many copies of any Preliminary Prospectus or any Issuer Free Writing Prospectus as the Representatives may reasonably request. The Company will deliver to, or upon the order of, the Representatives during the period when delivery of a Prospectus (or or, in lieu thereof thereof, the notice referred to in under Rule 173(a) of under the Securities Act) is required under the Act (the “Prospectus Delivery Period”), as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Representatives may reasonably request. The Company will deliver to the Representatives, at or before the Closing Date, such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested), including documents incorporated by law reference therein, and of all amendments thereto, as the Representatives may reasonably request. (j) The Company will comply with the Act, the Rules and Regulations, the Exchange Act and the Trust Indenture Act, and the rules and regulations of the Commission thereunder, so as to be delivered permit the completion of the distribution of the Notes as contemplated in connection with sales by an Underwriter or dealer, this Agreement and the Prospectus. If during the Prospectus Delivery Period any event shall occur or condition exist as a result of which which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it is becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when existing at the time the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or ifor, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Prospectus to comply with applicable any law, the Company promptly will either (i) prepare and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, an appropriate amendment to the Underwriters and Registration Statement or supplement to the dealers Prospectus or (whose names ii) prepare and addresses you will furnish to file with the Company and Commission an appropriate filing under the Guarantor) to Exchange Act which Securities may have been sold shall be incorporated by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to reference in the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) it is delivered to a purchaserso delivered, be misleading misleading, or so that the Prospectus, as amended or supplemented, Prospectus will comply with applicable law. (gk) Promptly from If the General Disclosure Package is being used to solicit offers to buy the Notes at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances, not misleading, or to make the statements therein not conflict with the information contained in the Registration Statement then on file, or if it is necessary at any time to time as you may reasonably request amend or supplement the Company and the Guarantor will endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and General Disclosure Package to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and the Guarantees; provided that neither the Company nor the Guarantor will be required to qualify as a foreign corporation or to file a general consent to service of process in any such state. (h) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedapplicable law, the Company and the Guarantor promptly will pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: either (i) the feesprepare, disbursements and expenses of the counsel and accountants of the Company and the Guarantor in connection file with the registration, issuance Commission (if required) and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof furnish to the Underwriters and dealersany dealers an appropriate amendment or supplement to the General Disclosure Package or (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the General Disclosure Package so that the General Disclosure Package as so amended or supplemented will not, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery light of the Securities to the Underwriterscircumstances, including any transfer be misleading or other taxes payable in connection with such transfer and delivery, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection conflict with the offer and sale of Registration Statement then on file, or so that the Securities under state securities laws and all expenses in connection General Disclosure Package will comply with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) and (v) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeapplicable law. (il) The Company and will make generally available to its securityholders, as soon as it is practicable to do so, but in any event not later than 15 months after the Guarantor will prepare a final term sheet relating to the offering effective date of the Securities, containing only information that describes the final terms of the Securities or the offering Registration Statement (as defined in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii158(c) under the Securities Act following Act), an earnings statement (which need not be audited) in reasonable detail, complying with the date the final terms have been established for the offering requirements of Section 11(a) of the SecuritiesAct and Rule 158 thereunder and will advise you in writing when such statement has been so made available. (jm) During the period beginning from on the date hereof and continuing until to the business day date that is 90 days after the Time Closing Date, without the prior written consent of Deliveryeach of the Representatives, neither the Company nor the Guarantor will not offer, sell, contract to sell, pledge, grant any option, make any short sale sell or otherwise dispose of, except as provided hereunder, any securities of the Company (or guaranteed by the Company) or the Guarantor (or guaranteed by the Guarantor) that are substantially similar to the Securities Notes. (n) The Company shall apply the net proceeds of its sale of the Notes as set forth in the Registration Statement, the General Disclosure Package and the Guarantees without your prior written consentProspectus. (o) The Company shall not invest, or otherwise use, the proceeds received by the Company from its sale of the Notes in such a manner as would require the Company or any of the Subsidiaries to register as an investment company under the 1940 Act. (p) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the The Company and the Guarantor jointly and severally covenant and agree with the several Underwriters that they will furnish such firm which shall be acting as counsel for the Underwriters ("Underwriters' Counsel"), one signed copy of the Registration Statement, including all exhibits, relating to the Debt Securities and the Guarantees in the form in which it became effective and of all amendments thereto and will furnish to the Representatives copies of the Registration Statement, including all exhibits and amendments thereto, and that, in connection with each Underwriter as followsoffering of Securities: (a) The Company and the Guarantor will furnish promptly prepare a supplement to you, without charge, a signed copy the Prospectus to reflect the terms of the Securities and the terms of the offering thereof and will advise the Representatives promptly of any other amendment or supplementation of the Registration Statement or the Prospectus and will deliver to each not effect any amendment or supplementation without the consent of the Underwriters during Representatives, which consent shall not be unreasonably withheld; the period mentioned in Section 6(e) or 6(f) below, as many copies Company and the Guarantor will also advise the Representatives of any request made by the Time of Sale Prospectus, the Prospectus, Commission for any documents incorporated by reference therein and any supplements and amendments thereto or amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information with respect thereto and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement, and will use their best efforts to prevent the issuance of any such stop order and to obtain as you may reasonably requestsoon as possible its lifting, if issued. The Company will not file any document pursuant to the 1934 Act, which is deemed to be incorporated by reference in the Prospectus unless Underwriters' Counsel shall have been previously advised thereof. (b) Before amending or supplementing If, at any time when a prospectus relating to the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Guarantor will furnish to you a copy of each such proposed amendment or supplement and will not file any such proposed amendment or supplement to which you reasonably object. (c) The Guarantor will furnish to you a copy of each proposed free writing prospectus Securities is required to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) delivered under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and 1933 Act, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist occurs as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so then amended or supplemented will not, in the light would include an untrue statement of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statementmaterial fact, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred omit to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, state any event shall occur or condition exist as a result of which it is material fact necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaserunder which they were made, not misleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with applicable lawthe 1933 Act or the Rules and Regulations, the Company and the Guarantor forthwith promptly will prepare, prepare and file with the Commission and furnish, at their own expensean amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Guarantor and, to the Underwriters extent separately required pursuant to Rule 158 under the 1933 Act, the Company will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, earnings statements (in form complying with the provisions of Rule 158) covering a twelve-month period beginning not later than the first day of the fiscal quarter of the Guarantor and the Company next following the effective date of the Registration Statement (as defined in Rule 158) with respect to each sale of Securities. (d) The Company and the dealers (whose names and addresses you Guarantor will furnish to the Representatives copies of each preliminary prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested. (e) The Company and the Guarantor) Guarantor will use their best efforts to which Securities may have been sold by you on behalf arrange for the qualification of the Underwriters Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (f) During the period of five years after the effective date of the Registration Statement, the Guarantor will furnish to any other dealers the Representatives and, upon request, either amendments or supplements to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year, and the Guarantor will furnish to the Prospectus so that the statements in the Prospectus Representatives and to Underwriters' Counsel, (i) as so amended or supplemented will notsoon as available, in the light a copy of each report of the circumstances when Guarantor filed with the Prospectus Commission under the 1934 Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Guarantor or in lieu thereof the notice referred to in Rule 173(a) of Company as the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable lawRepresentatives may reasonably request. (g) Promptly from time to time as you may reasonably request the Company and the Guarantor will endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and the Guarantees; provided that neither the Company nor the Guarantor will be required to qualify as a foreign corporation or to file a general consent to service of process in any such state. (h) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company and the Guarantor will pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: including (i) the fees, disbursements expenses and expenses of the counsel and accountants of the Company and the Guarantor in connection with the registration, issuance and delivery of the Securities under the Securities Act and all other fees or expenses incurred in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, and amendments and supplements to any of the foregoing, Statement (including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicablefinancial statements and exhibits) (it being understood that the foregoing does not include fees as originally filed and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above specifiedeach amendment thereto, (ii) all costs the fees and expenses related to the transfer and delivery disbursements of the Securities to Company's and the UnderwritersGuarantor's counsel, including any transfer or accountants and other taxes payable in connection with such transfer advisors and deliveryagents, as well as the fees and disbursements of the Trustee and its counsel, (iii) the cost any expenses (including fees and disbursements of printing or producing any Blue Sky or legal investment memorandum counsel) incurred in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification qualifications of the Securities for offer sale and sale determination of their eligibility for investment under state securities the laws of such jurisdictions as provided in Section 5(g) hereof, including filing fees the Representatives designate and the reasonable and documented fees and disbursements printing of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandummemoranda relating thereto, (iv) any fees charged by investment rating agencies for the rating of the Securities, (v) all filing fees expenses incurred in printing and the reasonable and documented fees and disbursements of counsel delivering to the Underwriters copies of the Registration Statement and any amendments thereto, and of each preliminary prospectus, the Prospectus and any amendments or supplements thereto, and (vi) the fees and expenses, if any, incurred in connection with the review and qualification of the offering listing of the Securities by on the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges of the Trustee and any transfer agent, registrar New York Stock Exchange or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) and (v) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may makenational securities exchange. (i) The Company and the Guarantor will prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (jh) During the a period beginning of 30 days from the date hereof and continuing until the business day after the Time of Deliverythis Agreement, neither the Company nor the Guarantor will offerwill, without the prior consent of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, directly or indirectly, sell, contract offer to sell, pledge, grant any optionoption for the sale of, make any short sale or otherwise dispose of, except as provided hereunder, any of its senior debt securities having a maturity of the Company or the Guarantor that are substantially similar to the Securities and the Guarantees without your prior written consentmore than one year.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the The Company and the Guarantor jointly and severally covenant and agree with the several Underwriters that they will furnish such firm which shall be acting as counsel for the Underwriters ("Underwriters' Counsel"), one signed copy of the Registration Statement, including all exhibits, relating to the Debt Securities and the Guarantees in the form in which it became effective and of all amendments thereto and will furnish to the Representatives copies of the Registration Statement, including all exhibits and amendments thereto, and that, in connection with each Underwriter as followsoffering of Securities: (a) The Company and the Guarantor will furnish promptly prepare a supplement to you, without charge, a signed copy the Prospectus to reflect the terms of the Securities and the terms of the offering thereof and will advise the Representatives promptly of any other amendment or supplementation of the Registration Statement or the Prospectus and will deliver to each not effect any amendment or supplementation without the consent of the Underwriters during Representatives, which consent shall not be unreasonably withheld; the period mentioned in Section 6(e) or 6(f) below, as many copies Company and the Guarantor will also advise the Representatives of any request made by the Time of Sale Prospectus, the Prospectus, Commission for any documents incorporated by reference therein and any supplements and amendments thereto or amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information with respect thereto and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement, and will use their best efforts to prevent the issuance of any such stop order and to obtain as you may reasonably requestsoon as possible its lifting, if issued. During the period when the Prospectus is required to be delivered under the 1933 Act, the Company will not file any document pursuant to the 1934 Act, which is deemed to be incorporated by reference in the Prospectus unless Underwriters' Counsel shall have been previously advised thereof. (b) Before amending or supplementing If, at any time when a prospectus relating to the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Guarantor will furnish to you a copy of each such proposed amendment or supplement and will not file any such proposed amendment or supplement to which you reasonably object. (c) The Guarantor will furnish to you a copy of each proposed free writing prospectus Securities is required to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) delivered under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and 1933 Act, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist occurs as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so then amended or supplemented will not, in the light would include an untrue statement of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statementmaterial fact, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred omit to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, state any event shall occur or condition exist as a result of which it is material fact necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaserunder which they were made, not misleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with applicable lawthe 1933 Act or the Rules and Regulations, the Company and the Guarantor forthwith promptly will prepare, prepare and file with the Commission and furnish, at their own expensean amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Guarantor and, to the Underwriters extent separately required pursuant to Rule 158 under the 1933 Act, the Company will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, earnings statements (in form complying with the provisions of Rule 158) covering a twelve-month period beginning not later than the first day of the fiscal quarter of the Guarantor and the Company next following the effective date of the Registration Statement (as defined in Rule 158) with respect to each sale of Securities. (d) The Company and the dealers (whose names and addresses you Guarantor will furnish to the Representatives copies of each preliminary prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested. (e) The Company and the Guarantor) Guarantor will use their best efforts to which Securities may have been sold by you on behalf arrange for the qualification of the Underwriters Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (f) During the period of five years after the effective date of the Registration Statement, the Guarantor will furnish to any other dealers the Representatives and, upon request, either amendments or supplements to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year, and the Guarantor will furnish to the Prospectus so that the statements in the Prospectus Representatives and to Underwriters' Counsel, (i) as so amended or supplemented will notsoon as available, in the light a copy of each report of the circumstances when Guarantor filed with the Prospectus Commission under the 1934 Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Guarantor or in lieu thereof the notice referred to in Rule 173(a) of Company as the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable lawRepresentatives may reasonably request. (g) Promptly from time to time as you may reasonably request the Company and the Guarantor will endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and the Guarantees; provided that neither the Company nor the Guarantor will be required to qualify as a foreign corporation or to file a general consent to service of process in any such state. (h) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company and the Guarantor will pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: including (i) the fees, disbursements expenses and expenses of the counsel and accountants of the Company and the Guarantor in connection with the registration, issuance and delivery of the Securities under the Securities Act and all other fees or expenses incurred in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, and amendments and supplements to any of the foregoing, Statement (including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicablefinancial statements and exhibits) (it being understood that the foregoing does not include fees as originally filed and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above specifiedeach amendment thereto, (ii) all costs the fees and expenses related to the transfer and delivery disbursements of the Securities to Company's and the UnderwritersGuarantor's counsel, including any transfer or accountants and other taxes payable in connection with such transfer advisors and deliveryagents, as well as the fees and disbursements of the Trustee and its counsel, (iii) the cost any expenses (including fees and disbursements of printing or producing any Blue Sky or legal investment memorandum counsel) incurred in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification qualifications of the Securities for offer sale and sale determination of their eligibility for investment under state securities the laws of such jurisdictions as provided in Section 5(g) hereof, including filing fees the Representatives designate and the reasonable and documented fees and disbursements printing of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandummemoranda relating thereto, (iv) any fees charged by investment rating agencies for the rating of the Securities, (v) all filing fees expenses incurred in printing and the reasonable and documented fees and disbursements of counsel delivering to the Underwriters copies of the Registration Statement and any amendments thereto, and of each preliminary prospectus, the Prospectus and any amendments or supplements thereto, and (vi) the fees and expenses, if any, incurred in connection with the review and qualification of the offering listing of the Securities by on the Financial Industry Regulatory AuthorityNew York Stock Exchange or any other national securities exchange. (h) Unless otherwise specified in Schedule I hereto, Inc., (vi) between the costs and charges commencement of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements an offering of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) and (v) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (i) The Company and the Guarantor will prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (j) During the period beginning from the date hereof and continuing until the business day after the Time of Deliveryrelated Delivery Date, neither the Company nor the Guarantor will offerwill, without the prior consent of the Representatives, directly or indirectly, sell, contract offer to sell, pledge, grant any optionoption for the sale of, make any short sale or otherwise dispose of, except as provided hereunder, any of its senior debt securities having a maturity of the Company or the Guarantor that are substantially similar to the Securities and the Guarantees without your prior written consentmore than one year.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this AgreementInitial Purchasers herein contained, each of the Company and the Guarantor jointly and severally covenant and agree covenants with each Underwriter Initial Purchaser as followsfollows that: (a) The Company and the Guarantor will shall furnish to youthe Representatives, without charge, a signed copy prior to 10:00 a.m. New York City time on the second Business Day next succeeding the date of the Registration Statement this Agreement and will deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f5(c) below, as many copies of the Time of Sale Prospectus, the ProspectusOffering Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto or to as the Registration Statement as you Representatives may reasonably request. (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, The Company and the Guarantor will furnish shall not amend or supplement the Offering Memorandum without the prior written consent of the Representatives, which shall not be unreasonably withheld or delayed and the Company and the Guarantor shall not file any document under the Exchange Act that is incorporated by reference in the Offering Memorandum unless, prior to you such proposed filing, they have furnished the Representatives with a copy of each such proposed amendment document for review by the Representatives and the Representatives has not reasonably objected to the filing of such document. The Company or supplement and will not file the Guarantor, as the case may be, shall promptly advise the Representatives when any such proposed amendment or supplement to which you reasonably objectdocument filed under the Exchange Act that is incorporated by reference in the Offering Memorandum shall have been filed with the Commission. (c) The Guarantor will furnish If, at any time prior to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf completion of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering sale of the Securities by the Initial Purchasers (as in determined by the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealerRepresentatives), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus Offering Memorandum in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) Offering Memorandum is delivered to a purchaseran Initial Purchaser, not misleading, or if, in the opinion of counsel for the UnderwritersInitial Purchasers, it is necessary to amend or supplement the Prospectus Offering Memorandum to comply with applicable law, forthwith to notify the Company Representatives of such event or condition and the Guarantor forthwith will prepare, file with the Commission prepare and furnish, at their its own expense, to the Underwriters several Initial Purchasers and to counsel for the dealers (whose names and addresses you will furnish to the Company and the Guarantor) to which Securities Initial Purchasers as they may have been sold by you on behalf of the Underwriters and to any other dealers upon reasonably request, either amendments or supplements to the Prospectus Offering Memorandum (in such quantities as the Initial Purchasers may reasonably request) so that the statements in the Prospectus Offering Memorandum as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) Offering Memorandum is delivered to a purchaseran Initial Purchaser, be misleading or so that the ProspectusOffering Memorandum, as amended or supplemented, will comply with applicable law. (gd) Promptly from time to time as you may reasonably request the The Company and the Guarantor will shall endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you the Representatives shall reasonably request and promptly advise the Initial Purchasers of the receipt by the Company or the Guarantor of any notification with respect to comply with such laws so as to permit the continuance suspension of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution qualification of the Securities for sale in any jurisdiction or the initiation or threatening-of any proceeding for such purpose. (e) The Company and Guarantor shall not, and shall not permit any of their Affiliates to, resell any Securities that have been acquired by any of them, except, in the Guarantees; provided that neither case of a Controlled Affiliate, until the Company earlier of (i) the consummation of the Registered Exchange Offer and (ii) the declaration of effectiveness of a Shelf Registration Statement pursuant to the Registration Rights Agreement. (f) Neither the Company, nor the Guarantor Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Act. (g) Neither the Company, nor the Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will be required to qualify as a foreign corporation or to file a general consent to service of process engage in any such stateform of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States. (h) So long as any of the Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Act, each of the Company and the Guarantor will, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act or it is not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, to provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders, from time to time of such restricted securities. (i) Neither the Company, nor the Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will engage in any directed selling efforts with respect to the Securities, and each of them will comply with the offering restrictions requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S. (j) To cooperate with the Representatives and use its best efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (k) During the period beginning at the Execution Time and continuing until the date which is 30 days after the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or warrants to purchase debt securities of the Company substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper issued in the ordinary course of business and (iii) borrowings under our credit facility as described in the Offering Memorandum), without the prior written consent of the Representatives. (l) Not to take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company or the Guarantor to facilitate the sale or resale of the Securities. (m) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor will to pay or cause to be paid all expenses incident to the performance of their the Company’s and the Guarantor’s obligations under this Agreement, including: : (i) the fees, disbursements and expenses of the Company’s and Guarantor’s counsel and the Company’s and Guarantor’s accountants of the Company and the Guarantor in connection with the registration, issuance registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, Offering Memorandum and amendments and supplements or amendments to any either of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters Initial Purchasers and dealers, in the quantities herein above hereinabove specified, , (ii) all costs and expenses related to the transfer and delivery of the Securities to the UnderwritersInitial Purchasers, including any transfer or other taxes payable in connection with such thereon (but excluding any transfer and delivery, taxes on resale of any of the Securities by the Initial Purchasers), (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws law and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws law as provided in Section 5(g5(d) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, , (iv) the fees and disbursements of the Trustee and its counsel, (v) any fees charged by the rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., , (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the GuarantorCompany, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (xvii) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) this Section, Section 6 entitled “Indemnity and (v) Contribution,” and the last paragraph of this subsection (h), and Section 11 hereof8 below, the Underwriters Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (in) Each of the Company and the Guarantor agrees to use its best efforts to have the Securities approved for listing on the Luxembourg Stock Exchange and to maintain such listing so long as any of the Securities are outstanding, provided, however, that if it is impracticable or unduly burdensome, in the good faith determination of the Company and the Guarantor, to maintain such listing due to changes in listing requirements (including, but not limited to, the requirement that the Company or the Guarantor publish financial information according to accounting principles that are different from United States generally accepted accounting principles), the Company and the Guarantor may de-list the Securities from the Luxembourg Stock Exchange. The Company and the Guarantor will prepare a final term sheet relating to the offering shall have no further obligation in respect of the Securitiesany listing, containing only information that describes the final terms of the Securities trading or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established quotation for the offering of the Securities. (j) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge, grant any option, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company or the Guarantor that are substantially similar to the Securities and the Guarantees without your prior written consent.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this AgreementInitial Purchasers herein contained, each of the Company and the Guarantor jointly and severally covenant and agree covenants with each Underwriter Initial Purchaser as followsfollows that: (a) The Company and the Guarantor will shall furnish to youthe Representatives, without charge, a signed copy prior to 10:00 a.m. New York City time on the second Business Day next succeeding the date of the Registration Statement this Agreement and will deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f5(c) below, as many copies of the Time of Sale Prospectus, the ProspectusOffering Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto or to as the Registration Statement as you Representatives may reasonably request. (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, The Company and the Guarantor will furnish shall not amend or supplement the Offering Memorandum without the prior written consent of the Representatives, which shall not be unreasonably withheld or delayed and the Company and the Guarantor shall not file any document under the Exchange Act that is incorporated by reference in the Offering Memorandum unless, prior to you such proposed filing, they have furnished the Representatives with a copy of each such proposed amendment document for review by the Representatives and the Representatives has not reasonably objected to the filing of such document. The Company or supplement and will not file the Guarantor, as the case may be, shall promptly advise the Representatives when any such proposed amendment or supplement to which you reasonably objectdocument filed under the Exchange Act that is incorporated by reference in the Offering Memorandum shall have been filed with the Commission. (c) The Guarantor will furnish If, at any time prior to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf completion of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering sale of the Securities by the Initial Purchasers (as in determined by the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealerRepresentatives), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus Offering Memorandum in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) Offering Memorandum is delivered to a purchaseran Initial Purchaser, not misleading, or if, in the opinion of counsel for the UnderwritersInitial Purchasers, it is necessary to amend or supplement the Prospectus Offering Memorandum to comply with applicable law, forthwith to notify the Company Representatives of such event or condition and the Guarantor forthwith will prepare, file with the Commission prepare and furnish, at their its own expense, to the Underwriters several Initial Purchasers and to counsel for the dealers (whose names and addresses you will furnish to the Company and the Guarantor) to which Securities Initial Purchasers as they may have been sold by you on behalf of the Underwriters and to any other dealers upon reasonably request, either amendments or supplements to the Prospectus Offering Memorandum (in such quantities as the Initial Purchasers may reasonably request) so that the statements in the Prospectus Offering Memorandum as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) Offering Memorandum is delivered to a purchaseran Initial Purchaser, be misleading or so that the ProspectusOffering Memorandum, as amended or supplemented, will comply with applicable law. (gd) Promptly from time to time as you may reasonably request the The Company and the Guarantor will shall endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you the Representatives shall reasonably request and promptly advise the Initial Purchasers of the receipt by the Company or the Guarantor of any notification with respect to comply with such laws so as to permit the continuance suspension of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution qualification of the Securities for sale in any jurisdiction or the initiation or threatening-of any proceeding for such purpose. (e) The Company and Guarantor shall not, and shall not permit any of their Affiliates to, resell any Securities that have been acquired by any of them, except, in the Guarantees; provided that neither case of a Controlled Affiliate, until the Company earlier of (i) the consummation of the Registered Exchange Offer and (ii) the declaration of effectiveness of a Shelf Registration Statement pursuant to the Additional Registration Rights Agreement. (f) Neither the Company, nor the Guarantor Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Act. (g) Neither the Company, nor the Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will be required to qualify as a foreign corporation or to file a general consent to service of process engage in any such stateform of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States. (h) So long as any of the Securities are "restricted securities" within the meaning of Rule 144(a)(3) under the Act, each of the Company and the Guarantor will, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act or it is not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, to provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders, from time to time of such restricted securities. (i) Neither the Company, nor the Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will engage in any directed selling efforts with respect to the Securities, and each of them will comply with the offering restrictions requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S. (j) To cooperate with the Representatives and use its best efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (k) During the period beginning at the Execution Time and continuing until the date which is 30 days after the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or warrants to purchase debt securities of the Company substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper issued in the ordinary course of business and (iii) borrowings under our credit facility as described in the Offering Memorandum), without the prior written consent of the Representatives. (l) Not to take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company or the Guarantor to facilitate the sale or resale of the Securities. (m) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor will to pay or cause to be paid all expenses incident to the performance of their the Company's and the Guarantor's obligations under this Agreement, including: : (i) the fees, disbursements and expenses of the Company's and Guarantor's counsel and the Company's and Guarantor's accountants of the Company and the Guarantor in connection with the registration, issuance registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, Offering Memorandum and amendments and supplements or amendments to any either of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters Initial Purchasers and dealers, in the quantities herein above hereinabove specified, , (ii) all costs and expenses related to the transfer and delivery of the Securities to the UnderwritersInitial Purchasers, including any transfer or other taxes payable in connection with such thereon (but excluding any transfer and delivery, taxes on resale of any of the Securities by the Initial Purchasers), (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws law and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws law as provided in Section 5(g5(d) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, , (iv) the fees and disbursements of the Trustee and its counsel, (v) any fees charged by the rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., , (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “"road show” " undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the GuarantorCompany, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (xvii) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) this Section, Section 6 entitled "Indemnity and (v) Contribution," and the last paragraph of this subsection (h), and Section 11 hereof8 below, the Underwriters Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (i) The Company and the Guarantor will prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (j) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge, grant any option, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company or the Guarantor that are substantially similar to the Securities and the Guarantees without your prior written consent.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the The Company and the Guarantor jointly and severally covenant and agree with each Underwriter Initial Purchaser as follows: (a) The Guarantor will To furnish to youyou in New York City, without charge, a signed copy prior to 10:00 a.m. New York City time on the second business day next succeeding the date of the Registration Statement this Agreement and will deliver to each of the Underwriters during the period mentioned in Section 6(e5(d) or 6(f) below(e), as many copies of the Time of Sale ProspectusMemorandum, the ProspectusFinal Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (b) Before amending or supplementing the Registration StatementPreliminary Memorandum, the Time of Sale Prospectus Memorandum or the ProspectusFinal Memorandum, the Guarantor will to furnish to you a copy of each such proposed amendment or supplement and will not file to use any such proposed amendment or supplement to which you reasonably object. (c) The Guarantor will To furnish to you a copy of each proposed free writing prospectus Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by by, the Company or the Guarantor and will not to use or refer to any proposed free writing prospectus Additional Written Offering Communication to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus Memorandum is being used to solicit offers to buy the Securities at a time when the Prospectus Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus Memorandum in order to make the statements therein, in the light of the circumstancescircumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the UnderwritersInitial Purchasers, it is necessary to amend or supplement the Time of Sale Prospectus Memorandum to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission to prepare and furnish, at their its own expense, to the Underwriters Initial Purchasers and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus Memorandum so that the statements in the Time of Sale Prospectus Memorandum as so amended or supplemented will not, in the light of the circumstances under which they were made, when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale ProspectusMemorandum, as amended or supplemented, will comply with applicable law. (fe) If, during such period after the first date of hereof and prior to the public offering date on which all of the Securities as in shall have been sold by the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealerInitial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus Final Memorandum in order to make the statements therein, in the light of the circumstances when at the Prospectus (or in lieu thereof time the notice referred to in Rule 173(a) of the Securities Act) Final Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the UnderwritersInitial Purchasers, it is necessary to amend or supplement the Prospectus Final Memorandum to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission to prepare and furnish, at their its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company and the Guarantor) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon requestInitial Purchasers, either amendments or supplements to the Prospectus Final Memorandum so that the statements in the Prospectus Final Memorandum, as so amended or supplemented supplemented, will not, in the light of the circumstances when at the Prospectus (or in lieu thereof time the notice referred to in Rule 173(a) of the Securities Act) Final Memorandum is delivered to a purchaser, be misleading or so that the ProspectusFinal Memorandum, as amended or supplemented, will comply with applicable law. (gf) Promptly from time To use their best efforts, in cooperation with the Initial Purchasers, to time qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as you the Initial Purchasers may reasonably request designate; provided, however, that the Company and the Guarantor will endeavor shall not be obligated to qualify the Securities for offer and sale under the securities file any general consent to service of process or Blue Sky laws of such jurisdictions as you shall reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and the Guarantees; provided that neither the Company nor the Guarantor will be required to qualify as a foreign corporation or to file as a general consent to service of process dealer in securities in any jurisdiction in which it is not so qualified or so subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company and the Guarantor will also supply the Initial Purchasers with such stateinformation as is necessary for the determination of the legality of the Securities for investment under the laws of such jurisdictions as the Initial Purchasers may request. (g) The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Final Memorandum under “Use of Proceeds”. (h) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company and the Guarantor will pay or cause take all reasonable action necessary to be paid all expenses incident to the performance enable Standard & Poor’s, a division of their obligations under this AgreementThe MxXxxx-Xxxx Companies, including: Inc. (i) the fees, disbursements and expenses of the counsel and accountants of the Company and the Guarantor in connection with the registration, issuance and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor“S&P”), and amendments and supplements Mxxxx’x Investors Service Inc. (“Moody’s”) to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable in connection with such transfer and delivery, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating provide their respective credit ratings of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) and (v) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (i) The Company and the Guarantor will prepare a final term sheet relating cooperate with the Initial Purchasers and use commercially reasonable efforts to permit the offering Securities to be eligible for clearance and settlement through the facilities of The Depository Trust Company. (j) Neither the SecuritiesCompany nor any Affiliate will sell, containing only information that describes offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the final terms Securities Act) which could be integrated with the sale of the Securities or the offering in a form consented to by manner which would require the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) registration under the Securities Act following the date the final terms have been established for the offering of the Securities. (jk) Not to solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (l) While any of the Securities remain “restricted securities” within the meaning of the Securities Act, to make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Securities Act, unless the Guarantor is then subject to Section 13 or 15(d) of the Exchange Act. (m) If requested by you, to use best efforts to permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL Market. (n) None of the Company, its Affiliates or any person acting on its or their behalf will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Company and its Affiliates and each person acting on its or their behalf will comply with the offering restrictions requirement of Regulation S. (o) During the period of two years after the Closing Date, each of the Company and the Guarantor will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them. Each of the Company and the Guarantor also agrees that, without the prior written consent of the Representatives on behalf of the Initial Purchasers, it will not, during the period beginning from on the date hereof and continuing until to and including the business day after the Time of DeliveryClosing Date, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge, grant any option, make any short sale sell or otherwise dispose of, except as provided hereunder, of any debt securities of the Company or the Guarantor that are or warrants to purchase debt securities of the Company or the Guarantor substantially similar to the Securities and (other than the Guarantees without your prior written consentsale of the Securities under this Agreement).

Covenants of the Company and the Guarantor. In further consideration The Company and the Guarantor, jointly and severally, covenant with the Representative, and with each Underwriter participating in the offering of Guaranteed Securities, as follows: (a) Immediately following the execution of the agreements of the Underwriters contained or referred to in this Terms Agreement, the Company and the Guarantor jointly will prepare a Prospectus Supplement setting forth the principal amount of Guaranteed Securities covered thereby and their terms not otherwise specified in the Indenture pursuant to which the Guaranteed Securities are being issued, the names of the Underwriters participating in the offering and the principal amount of Guaranteed Securities which each severally covenant has agreed to purchase, the names of the Underwriters acting as co-managers in connection with the offering, the price at which the Guaranteed Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the selling concession and agree reallowance, if any, any delayed delivery arrangements, and such other information as the Representative, the Company and the Guarantor deem appropriate in connection with each Underwriter as follows: (a) the offering of the Guaranteed Securities. The Company and the Guarantor will promptly transmit copies of the Prospectus Supplement to the Commission for filing pursuant to Rule 424 of the Regulations and will furnish to you, without charge, a signed copy of the Registration Statement and will deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, named therein as many copies of the Time of Sale Prospectus, Prospectus and such Prospectus Supplement as the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may Representative shall reasonably request. (b) Before amending or supplementing the Registration StatementIf, the Time of Sale Prospectus or the Prospectus, the Guarantor will furnish to you a copy of each such proposed amendment or supplement and will not file at any such proposed amendment or supplement to which you reasonably object. (c) The Guarantor will furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law the 1933 Act to be delivered in connection with sales by an Underwriter or dealerof the Guaranteed Securities, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or ifnecessary, in the opinion of counsel for the Underwriters, counsel for the Company or counsel for the Guarantor to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of circumstances existing at the time it is necessary delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, at any such time to amend or supplement the Registration Statement or the Prospectus in order to comply with applicable lawthe requirements of the 1933 Act or the Regulations, the Company and the Guarantor forthwith will prepare, promptly prepare and file with the Commission and furnishsuch amendment or supplement, at their own expense, whether by filing documents pursuant to the Underwriters 1934 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements. (c) With respect to each sale of Guaranteed Securities, the dealers Guarantor will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, earning statements (whose names and addresses you will furnish to in form complying with the Company and provisions of Rule 158 under the 0000 Xxx) covering 12-month periods beginning, in each case, not later than the first day of the Guarantor's fiscal quarter next following the "effective date" (as defined in Rule 158) to which Securities may have been sold by you on behalf of the Underwriters and Registration Statement relating to Guaranteed Securities. (d) At any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances time when the Prospectus (or is required by the 1933 Act to be delivered in lieu thereof the notice referred to in Rule 173(a) connection with sales of the Securities Act) is delivered to a purchaserGuaranteed Securities, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. (g) Promptly from time to time as you may reasonably request the Company and the Guarantor will give the Representative notice of its intention to file any amendment to the Registration Statement or any amendment or supplement to the Prospectus, whether pursuant to the 1934 Act, the 1933 Act or otherwise, will furnish the Representative with copies of any such amendment or supplement or other documents proposed to be filed a reasonable time in advance of filing, and will not file any such amendment or supplement or other documents in a form to which the Representative or counsel for the Underwriters shall reasonably object. (e) At any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Guaranteed Securities, the Company and the Guarantor will notify the Representative immediately, and confirm such notice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the mailing or the delivery to the Commission for filing of any supplement to the Prospectus or any document to be filed pursuant to the 1934 Act, (iii) the receipt of any comments from the Commission with respect to the Registration Statement, the Prospectus or any supplement to the Prospectus, (iv) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company and the Guarantor will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (f) During the period specified in subsection (b) above, the Company and the Guarantor will deliver to the Representative as many signed and conformed copies of the registration statement (as originally filed) and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference in the Prospectus) as the Representative may reasonably request. (g) The Company and the Guarantor will endeavor in good faith to qualify the Guaranteed Securities for offer offering and sale under the applicable securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as Representative may be necessary to complete the distribution of the Securities and the Guaranteesdesignate; provided provided, however, that neither the Company nor the Guarantor will shall be required obligated to file any general consent to service or to qualify as a foreign corporation or to file as a general consent to service of process dealer in securities in any such state. (h) Whether or not the transactions contemplated jurisdiction in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor will pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the counsel and accountants of the Company and the Guarantor in connection with the registration, issuance and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (which it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable in connection with such transfer and delivery, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision 77 is not otherwise made in this Sectionso qualified. It is understood, however, that except as provided in clauses (iii) and (v) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (i) The Company and the Guarantor will prepare a final term sheet relating to maintain such qualifications in effect for as long as may be required for the offering distribution of the Guaranteed Securities, containing only information that describes . The Company and the final terms of the Securities or the offering in a form consented to by the Representatives, and Guarantor will file such final term sheet within the period statements and reports as may be required by Rule 433(d)(5)(ii) under the laws of each jurisdiction in which the Guaranteed Securities Act following the date the final terms have been established for the offering of the Securitiesqualified as above provided. (jh) During The Company and the Guarantor, during the period beginning from when the Prospectus is required to be delivered under the 1933 Act in connection with the sale of Guaranteed Securities, will file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act. (i) Between the date hereof of the Terms Agreement and continuing until the business day after later of termination of any trading restrictions or Closing Time with respect to the Time Guaranteed Securities covered thereby, except for the issuance of Deliverysenior debt securities upon the exercise of debt warrants, if any, neither the Company nor the Guarantor will offerwill, sellwithout the Representative's prior consent, contract offer to sell, pledge, grant or enter into any option, make any short sale or otherwise dispose of, except as provided hereunderagreement to sell, any new issue of senior debt securities of the Company or the Guarantor with a maturity of more than one year, including additional Securities (other than borrowings under the Guarantor's revolving credit agreements). (j) None of the Company, the Guarantor or any person acting on its or their behalf, will at any time offer, sell, transfer or deliver, whether directly or indirectly, the Guaranteed Securities as part of their initial distribution or at any time thereafter, to any person (including legal entities) established, domiciled or resident in The Netherlands. Furthermore, the Company represents and agrees that the offering and sale of the Guaranteed Securities, together with the documents and advertisements in which the offering is made or announced, will be in compliance with the applicable legal requirements of the United States of America, which is the jurisdiction in which the persons to whom the offer and sale is directed are substantially similar established, domiciled or resident. Prior to any offering of the Guaranteed Securities, the Company covenants and agrees to submit a statement to this effect to the Dutch Securities Supervision Board (STICHTING TOEZICHT EFFECTENVERKEER) pursuant to Article 3, paragraph 2 under (c) of the Exemption Regulation pursuant to the Dutch Act on the Supervision of the Securities Trade 1995. The Company and the Guarantees without your prior written consentGuarantor covenant and agree to mention this statement in all offering documents relating to Guaranteed Securities offered or issued by the Company (including advertisements and other documents announcing the offer).

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the The Company and the Guarantor jointly and severally covenant and agree with each Underwriter as follows: (a) The Guarantor will To furnish to you, without charge, three signed copies of the Registration Statement (including exhibits thereto and documents incorporated by reference therein) and for delivery to each other Underwriter a signed conformed copy of the Registration Statement (without exhibits thereto or documents incorporated by reference therein) and will deliver to each furnish to you in New York City, without charge, prior to 10:00 a.m., New York City time, on the business day next succeeding the date of the Underwriters this Agreement and during the period mentioned in Section 6(e5(e) or 6(f5(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Guarantor will to furnish to you a copy of each such proposed amendment or supplement and will not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (c) The Guarantor will To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company Guarantor or the Guarantor Company and will not to use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will Not to take any action that would result in an Underwriter Underwriter, the Guarantor or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities Notes at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will to prepare, file with the Commission and furnish, at their its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Securities Notes as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company and the Guarantor forthwith will to prepare, file with the Commission and furnish, at their its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company and the Guarantor) to which Securities Notes may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. (g) Promptly from time to time as you may reasonably request the Company and the Guarantor will To endeavor to qualify the Securities Notes for offer and sale under the securities or Blue Sky blue sky laws of such jurisdictions as you shall reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein request; provided, in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and the Guarantees; provided that neither the Company nor no event shall the Guarantor will or any Subsidiary be required obligated as a result of such request to (i) qualify to do business as a foreign corporation or to in any jurisdiction where it is not already so qualified, (ii) file a any general consent to service of process or (iii) subject itself to taxation in any such statejurisdiction where it is not already subject to taxation. (h) To make generally available to the Guarantor’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Guarantor occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder. (i) The Guarantor will use its best efforts to meet the requirements to qualify as a REIT under the Code, unless the Guarantor’s board of directors determines it is no longer in the Guarantor’s stockholders’ best interests to do so. (j) The Company and the Guarantor will apply the net proceeds from the sale of the Notes as set forth under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (k) The Guarantor and the Company will comply with all effective applicable provisions of the Xxxxxxxx-Xxxxx Act. (l) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor will to pay or cause to be paid all expenses incident to the performance of their its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s and Guarantor’s counsel and the Guarantor’s accountants of the Company and the Guarantor in connection with the registration, issuance registration and delivery of the Securities Notes under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, Guarantor and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities Notes (within the time required by Rule 456 (b)(1456(b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities Notes to the Underwriters, including any transfer or other taxes payable in connection with such transfer and deliverythereon, (iii) the reasonable cost of printing or producing any Blue Sky blue sky or legal investment memorandum in connection with the offer and sale of the Securities Notes under state securities laws and all expenses in connection with the qualification of the Securities Notes for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky blue sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the SecuritiesNotes by rating agencies, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the any required review and qualification of the offering of the Securities Notes by the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges services of the Trustee and any transfer agent, registrar or depositary and agent of the Trustee (including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the GuaranteesTrustee), (vii) the cost of printing certificates representing the preparationNotes, issuance and delivery of the Securities and the Guaranteesif any, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the SecuritiesNotes, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing costs and expenses relating to obtaining any Agreement among Underwriters, this Agreement, the Indenture, closing documents third party consents and any other documents approvals in connection with the offering, purchase, sale and delivery preparation of the Securities Registration Statement, the Time of Sale Prospectus and the Guarantees Prospectus and with the transactions contemplated thereby and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) this Section, Section 7 entitled “Indemnity and (v) Contribution” and the last paragraph of this subsection (h), and Section 11 hereof9 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities Notes by them and any advertising expenses connected with any offers they may make. (im) If the third anniversary of the initial effective date of the Registration Statement occurs before all the Notes have been sold by the Underwriters, prior to the third anniversary to file a new shelf registration statement and to take any other action necessary to permit the public offering of the Notes to continue without interruption; references herein to the Registration Statement shall include the new registration statement declared effective by the Commission. (n) The Company and the Guarantor will prepare a final term sheet relating to the offering of the SecuritiesNotes, containing only information that describes substantially in the final terms form of the Securities or the offering in a form consented to Schedule III hereto and approved by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the SecuritiesNotes. (jo) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither Neither the Company nor the Guarantor will offertake, selldirectly or indirectly, contract any action designed to sellcause or result in, pledgeor that is reasonably likely to cause or result in, grant any option, make any short stabilization or manipulation of the price of the Notes to facilitate the sale or otherwise dispose of, except as provided hereunder, any securities resale of the Notes. (p) The Company will comply with all agreements set forth in the representation letters of the Company or the Guarantor that are substantially similar to DTC relating to the Securities and acceptance of the Guarantees without your prior written consentNotes for “book-entry” transfer through the facilities of DTC.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this AgreementInitial Purchaser herein contained, each of the Company and the Guarantor jointly and severally covenant and agree covenants with each Underwriter the Initial Purchaser as followsfollows that: (a) The Company and the Guarantor will shall furnish to youthe Representative, without charge, a signed copy prior to 10:00 a.m. New York City time on the second Business Day next succeeding the date of the Registration Statement this Agreement and will deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f5(c) below, as many copies of the Time of Sale Prospectus, the ProspectusOffering Circular, any documents incorporated by reference therein and any supplements and amendments thereto or to as the Registration Statement as you Representative may reasonably request. (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, The Company and the Guarantor will furnish shall not amend or supplement the Offering Circular without the prior written consent of the Representative, which shall not be unreasonably withheld or delayed and the Company and the Guarantor shall not file any document under the Exchange Act that is incorporated by reference in the Offering Circular unless, prior to you such proposed filing, they have furnished the Representative with a copy of each such proposed amendment document for review by the Representative and the Representative has not reasonably objected to the filing of such document. The Company or supplement and will not file the Guarantor, as the case may be, shall promptly advise the Representative when any such proposed amendment or supplement to which you reasonably objectdocument filed under the Exchange Act that is incorporated by reference in the Offering Circular shall have been filed with the Commission. (c) The Guarantor will furnish If, at any time prior to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf completion of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering sale of the Securities by the Initial Purchaser (as in determined by the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealerRepresentative), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus Offering Circular in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) Offering Circular is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the UnderwritersInitial Purchaser, it is necessary to amend or supplement the Prospectus Offering Circular to comply with applicable law, forthwith to notify the Company Representative of such event or condition and the Guarantor forthwith will prepare, file with the Commission prepare and furnish, at their its own expense, to the Underwriters Initial Purchaser and to such other persons as the dealers (whose names and addresses you will furnish to the Company and the Guarantor) to which Securities Initial Purchaser may have been sold by you on behalf of the Underwriters and to any other dealers upon reasonably request, either amendments or supplements to the Prospectus Offering Circular (in such quantities as the Initial Purchaser may reasonably request) so that the statements in the Prospectus Offering Circular as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) Offering Circular is delivered to a purchaser, be misleading or so that the ProspectusOffering Circular, as amended or supplemented, will comply with applicable law. (gd) Promptly from time to time as you may reasonably request the The Company and the Guarantor will shall endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you the Representative shall reasonably request and promptly advise the Initial Purchaser of the receipt by the Company or the Guarantor of any notification with respect to comply with such laws so as to permit the continuance suspension of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution qualification of the Securities for sale in any jurisdiction or the initiation or threatening-of any proceeding for such purpose. (e) The Company and Guarantor shall not, and shall not permit any of their Affiliates to, resell any Securities that have been acquired by any of them, except, in the Guarantees; provided that neither case of a Controlled Affiliate, until the Company earlier of (i) the consummation of the Registered Exchange Offer and (ii) the declaration of effectiveness of a Shelf Registration Statement pursuant to the Registration Rights Agreement. (f) Neither the Company, nor the Guarantor Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Act. (g) Neither the Company, nor the Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will be required to qualify as a foreign corporation or to file a general consent to service of process engage in any such stateform of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States. (h) So long as any of the Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Act, each of the Company and the Guarantor will, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act or it is not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, to provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended to be for the benefit of the holders, and the prospective purchaser designated by such holders, from time to time of such restricted securities. (i) Neither the Company, nor the Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will engage in any directed selling efforts with respect to the Securities, and each of them will comply with the offering restrictions requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S. (j) To cooperate with the Representative and use its best efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (k) During the period beginning at the Execution Time and continuing until the date which is 30 days after the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or warrants to purchase debt securities of the Company substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper issued in the ordinary course of business and (iii) borrowings under our credit facility as described in the Offering Circular), without the prior written consent of the Representative. (l) Not to take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company or the Guarantor to facilitate the sale or resale of the Securities. (m) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor will to pay or cause to be paid all expenses incident to the performance of their the Company’s and the Guarantor’s obligations under this Agreement, including: : (i) the fees, disbursements and expenses of the Company’s and Guarantor’s counsel and the Company’s and Guarantor’s accountants of the Company and the Guarantor in connection with the registration, issuance registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, Offering Circular and amendments and supplements or amendments to any either of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters Initial Purchaser and dealers, in the quantities herein above hereinabove specified, , (ii) all costs and expenses related to the transfer and delivery of the Securities to the UnderwritersInitial Purchaser, including any transfer or other taxes payable in connection with such thereon (but excluding any transfer and delivery, taxes on resale of any of the Securities by the Initial Purchaser), (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws law and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws law as provided in Section 5(g5(d) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters Initial Purchaser in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, , (iv) the fees and disbursements of the Trustee and its counsel, (v) any fees charged by the rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., , (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the GuarantorCompany, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (xvii) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) this Section, Section 6 entitled “Indemnity and (v) of this subsection (h), Contribution,” and Section 11 hereof8 below, the Underwriters Initial Purchaser will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (i) The Company and the Guarantor will prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (j) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge, grant any option, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company or the Guarantor that are substantially similar to the Securities and the Guarantees without your prior written consent.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreementherein contained, the Company and the Guarantor jointly and severally each covenant and agree with each Underwriter as follows: (a) The Guarantor will To furnish to youthe Manager, without charge, a signed copy two copies of the Registration Statement (including exhibits thereto) and will deliver to each of the Underwriters any supplements and amendments thereto and, during the period mentioned in Section 6(e) or 6(fparagraph (c) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to as the Registration Statement as you Manager may reasonably request. (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus Statement or the ProspectusProspectus with respect to the Offered Securities and Offered Guarantees, the Guarantor will to furnish to you the Manager a copy of each such proposed amendment or supplement and will not file any such proposed amendment or supplement to which you reasonably objectsupplement. (c) The Guarantor will furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Offered Securities and Offered Guarantees as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, if it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company and the Guarantor forthwith will to prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company and the Guarantor) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon requestUnderwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. (gd) Promptly from time to time as you may reasonably request the Company and the Guarantor will To endeavor to qualify the Offered Securities and the Offered Guarantees for offer and sale under the securities or Blue Sky laws of such jurisdictions as you the Manager shall reasonably request and to comply with maintain such laws so as to permit the continuance of sales and dealings therein in such jurisdictions qualification for as long as may be necessary to complete the distribution of the Securities and the Guarantees; Manager shall reasonably request, provided that in connection therewith, neither the Company nor the Guarantor will shall be required to qualify as a foreign corporation or to file a general consent to service of process in any such statejurisdictions. (he) To make generally available to their security holders as soon as practicable an earning statement covering a twelve-month period beginning on the first day of the first full fiscal quarter after the date of this Agreement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder. (f) During the period beginning on the date of the Underwriting Agreement and continuing to and including the Closing Date or seven calendar days from the date of the Underwriting Agreement, whichever is earlier, not to offer, sell, contract to sell or otherwise dispose of (i) any debt securities of the Company or the Guarantor or warrants to purchase debt securities of the Company or the Guarantor substantially similar to the Offered Securities (other than (A) the Offered Securities and (B) commercial paper) or (ii) any guarantees of the Guarantor of debt securities (of the Company or another issuer) which are substantially similar to the Offered Securities (other than (A) the Offered Guarantees and (B) guarantees of commercial paper of any subsidiary of the Company or the Guarantor), without the prior written consent of the Manager. (g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement any sale of Offered Securities is terminatedconsummated, the Company and the Guarantor will to pay or cause to be paid all expenses incident to the performance of their respective obligations under this Agreement, including: (i) the feespreparation and filing of the Registration Statement and the Prospectus and all amendments and supplements thereto, (ii) the preparation, issuance and delivery of the Offered Securities and the Offered Guarantees, (iii) the fees and disbursements and expenses of the counsel and accountants of the Company and the Guarantor in connection with the registration, issuance and delivery of the Securities under the Securities Act Trustee and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above specifiedits counsel, (iiiv) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable in connection with such transfer and delivery, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Offered Securities for offer and sale the Offered Guarantees under state securities or Blue Sky laws as provided in accordance with the provisions of Section 5(g) hereof6(d), including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification therewith and in connection with the preparation of any Blue Sky or legal investment memorandumLegal Investment Memoranda, (ivv) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of the Prospectus and any amendments or supplements thereto, (vi) any fees charged by rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Offered Securities and the Guarantees, (vii) the cost of the preparationfees and expenses, issuance and delivery of the Securities and the Guaranteesif any, (viii) the costs and expenses of the Company and the Guarantor relating 4 10 incurred with respect to investor presentations on any “road show” undertaken in connection filing with the marketing National Association of the offering of the SecuritiesSecurities Dealers, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. Inc. It is understoodunderstood and agreed, however, that except as provided in clauses (iii) and (v) of this subsection (h)Section, Section 8 and Section 11 hereof, the Manager and Underwriters will pay all of their own costs and expenses, including fees costs and disbursements expenses of their counsel, transfer taxes payable on resale of any of the Offered Securities by them them, and any advertising expenses connected with any offers they may make. (i) The Company and the Guarantor will prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (j) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge, grant any option, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company or the Guarantor that are substantially similar to the Securities and the Guarantees without your prior written consent.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the Company and the Guarantor jointly and severally covenant and agree with each Underwriter as follows: (a) The Guarantor will furnish to you, without charge, a signed copy of the Registration Statement and will deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Guarantor will furnish to you a copy of each such proposed amendment or supplement and will not file any such proposed amendment or supplement to which you reasonably object. (c) The Guarantor will furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company and the Guarantor) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. (g) Promptly from time to time as you may reasonably request the Company and the Guarantor will endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and the Guarantees; provided that neither the Company nor the Guarantor will be required to qualify as a foreign corporation or to file a general consent to service of process in any such state. (h) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor will pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the counsel and accountants of the Company and the Guarantor in connection with the registration, issuance and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable in connection with such transfer and delivery, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) and (v) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (i) The Company and the Guarantor will prepare a final term sheet sheets relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet sheets within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (j) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge, grant any option, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company or the Guarantor that are substantially similar to the Securities and the Guarantees without your prior written consent.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this AgreementInitial Purchasers herein contained, each of the Company and the Guarantor jointly and severally covenant and agree covenants with each Underwriter Initial Purchaser as followsfollows that: (a) The Company and the Guarantor will shall furnish to youthe Representatives, without charge, a signed copy prior to 10:00 a.m. New York City time on the Business Day next succeeding the date of the Registration Statement this Agreement and will deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f5(c) below, as many copies of the Time of Sale Prospectus, the ProspectusOffering Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto or to as the Registration Statement as you Representatives may reasonably request. (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, The Company and the Guarantor will furnish shall not amend or supplement the Offering Memorandum without the prior written consent of the Representatives, which shall not be unreasonably withheld or delayed and the Company and the Guarantor shall not file any document under the Exchange Act that is incorporated by reference in the Offering Memorandum unless, prior to you such proposed filing, they have furnished the Representatives with a copy of each such proposed amendment document for review by the Representatives and the Representatives have not reasonably objected to the filing of such document. The Company or supplement and will not file the Guarantor, as the case may be, shall promptly advise the Representatives when any such proposed amendment or supplement to which you reasonably objectdocument filed under the Exchange Act that is incorporated by reference in the Offering Memorandum shall have been filed with the Commission. (c) The Guarantor will furnish If, at any time prior to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf completion of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering sale of the Securities by the Initial Purchasers (as in determined by the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealerRepresentatives), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus Offering Memorandum in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) Offering Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the UnderwritersInitial Purchasers, it is necessary to amend or supplement the Prospectus Offering Memorandum to comply with applicable law, forthwith to notify the Company Representatives of such event or condition and the Guarantor forthwith will prepare, file with the Commission prepare and furnish, at their its own expense, to the Underwriters Initial Purchasers and to such other persons as the dealers (whose names and addresses you will furnish to the Company and the Guarantor) to which Securities Initial Purchasers may have been sold by you on behalf of the Underwriters and to any other dealers upon reasonably request, either amendments or supplements to the Prospectus Offering Memorandum (in such quantities as the Initial Purchasers may reasonably request) so that the statements in the Prospectus Offering Memorandum as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) Offering Memorandum is delivered to a purchaser, be misleading or so that the ProspectusOffering Memorandum, as amended or supplemented, will comply with applicable law. (gd) Promptly from time to time as you may reasonably request the The Company and the Guarantor will shall endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you the Representatives shall reasonably request and promptly advise the Initial Purchasers of the receipt by the Company or the Guarantor of any notification with respect to comply with such laws so as to permit the continuance suspension of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution qualification of the Securities for sale in any jurisdiction or the initiation or threatening-of any proceeding for such purpose. (e) The Company and Guarantor shall not, and shall not permit any of their Affiliates to, resell any Securities that have been acquired by any of them, except, in the Guarantees; provided that neither case of a Controlled Affiliate, until the Company earlier of (i) the consummation of the Exchange Offer and (ii) the declaration of effectiveness of a Shelf Registration Statement pursuant to the Registration Rights Agreement. (f) Neither the Company, nor the Guarantor Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Act. (g) Neither the Company, nor the Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will be required to qualify as a foreign corporation or to file a general consent to service of process engage in any such stateform of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States. (h) So long as any of the Securities are "restricted securities" within the meaning of Rule 144(a)(3) under the Act, each of the Company and the Guarantor will, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act or it is not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, to provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders, from time to time of such restricted securities. (i) Neither the Company, nor the Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will engage in any directed selling efforts with respect to the Securities, and each of them will comply with the offering restrictions requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S. (j) To cooperate with the Representatives and use its best efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (k) During the period beginning at the Execution Time and continuing until the date which is thirty (30) days after the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or warrants to purchase debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives. (l) Not to take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company or the Guarantor to facilitate the sale or resale of the Securities. (m) In connection with any disposition of Securities pursuant to a transaction made in compliance with paragraph 6 of Exhibit A, the Company and the Guarantor will reissue certificates evidencing such Securities without the legend referred to in paragraph 5 of Exhibit A (provided, in the case of a transaction made in compliance with paragraph 6(f) of Exhibit A, that the legal opinion referred to therein so permits). (n) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor will to pay or cause to be paid all expenses incident to the performance of their the Company's and the Guarantor's obligations under this Agreement, including: : (i) the fees, disbursements and expenses of the Company's and Guarantor's counsel and the Company's and Guarantor's accountants of the Company and the Guarantor in connection with the registration, issuance registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, Offering Memorandum and amendments and supplements or amendments to any either of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters Initial Purchasers and dealers, in the quantities herein above hereinabove specified, , (ii) all costs and expenses related to the transfer and delivery of the Securities to the UnderwritersInitial Purchasers, including any transfer or other taxes payable in connection with such thereon (but excluding any transfer and delivery, taxes on resale of any of the Securities by the Initial Purchasers), (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws law and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws law as provided in Section 5(g5(d) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, , (iv) the fees and disbursements of the Company's and Guarantor's counsel and accountants and of the Trustee and its counsel, (v) any fees charged by the rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., , (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “"road show” " undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the GuarantorCompany, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (xvii) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) this Section, Section 6 entitled "Indemnity and (v) of this subsection (h)Contribution", and the last paragraph of Section 11 hereof8 below, the Underwriters Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (i) The Company and the Guarantor will prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (j) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge, grant any option, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company or the Guarantor that are substantially similar to the Securities and the Guarantees without your prior written consent.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this AgreementInitial Purchasers herein contained, each of the Company and the Guarantor jointly and severally covenant and agree covenants with each Underwriter Initial Purchaser as followsfollows that: (a) The Company and the Guarantor will shall furnish to youthe Representative, without charge, a signed copy prior to 10:00 a.m. New York City time on the second Business Day next succeeding the date of the Registration Statement this Agreement and will deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f5(c) below, as many copies of the Time of Sale Prospectus, the ProspectusOffering Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto or to as the Registration Statement as you Representative may reasonably request. (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, The Company and the Guarantor will furnish shall not amend or supplement the Offering Memorandum without the prior written consent of the Representative, which shall not be unreasonably withheld or delayed and the Company and the Guarantor shall not file any document under the Exchange Act that is incorporated by reference in the Offering Memorandum unless, prior to you such proposed filing, they have furnished the Representative with a copy of each such proposed amendment document for review by the Representative and the Representative has not reasonably objected to the filing of such document. The Company or supplement and will not file the Guarantor, as the case may be, shall promptly advise the Representative when any such proposed amendment or supplement to which you reasonably objectdocument filed under the Exchange Act that is incorporated by reference in the Offering Memorandum shall have been filed with the Commission. (c) The Guarantor will furnish If, at any time prior to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf completion of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering sale of the Securities by the Initial Purchasers (as in determined by the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealerRepresentative), any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus Offering Memorandum in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) Offering Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the UnderwritersInitial Purchasers, it is necessary to amend or supplement the Prospectus Offering Memorandum to comply with applicable law, forthwith to notify the Company Representative of such event or condition and the Guarantor forthwith will prepare, file with the Commission prepare and furnish, at their its own expense, to the Underwriters Initial Purchasers and to such other persons as the dealers (whose names and addresses you will furnish to the Company and the Guarantor) to which Securities Initial Purchasers may have been sold by you on behalf of the Underwriters and to any other dealers upon reasonably request, either amendments or supplements to the Prospectus Offering Memorandum (in such quantities as the Initial Purchasers may reasonably request) so that the statements in the Prospectus Offering Memorandum as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) Offering Memorandum is delivered to a purchaser, be misleading or so that the ProspectusOffering Memorandum, as amended or supplemented, will comply with applicable law. (gd) Promptly from time to time as you may reasonably request the The Company and the Guarantor will shall endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you the Representative shall reasonably request and promptly advise the Initial Purchasers of the receipt by the Company or the Guarantor of any notification with respect to comply with such laws so as to permit the continuance suspension of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution qualification of the Securities for sale in any jurisdiction or the initiation or threatening-of any proceeding for such purpose. (e) The Company and Guarantor shall not, and shall not permit any of their Affiliates to, resell any Securities that have been acquired by any of them, except, in the Guarantees; provided that neither case of a Controlled Affiliate, until the Company earlier of (i) the consummation of the Registered Exchange Offer and (ii) the declaration of effectiveness of a Shelf Registration Statement pursuant to the Registration Rights Agreement. (f) Neither the Company, nor the Guarantor Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Act. (g) Neither the Company, nor the Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will be required to qualify as a foreign corporation or to file a general consent to service of process engage in any such stateform of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States. (h) So long as any of the Securities are "restricted securities" within the meaning of Rule 144(a)(3) under the Act, each of the Company and the Guarantor will, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act or it is not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, to provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders, from time to time of such restricted securities. (i) Neither the Company, nor the Guarantor, nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing, will engage in any directed selling efforts with respect to the Securities, and each of them will comply with the offering restrictions requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S. (j) To cooperate with the Representative and use its best efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (k) During the period beginning at the Execution Time and continuing until the date which is 30 days after the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or warrants to purchase debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representative. (l) Not to take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company or the Guarantor to facilitate the sale or resale of the Securities. (m) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor will to pay or cause to be paid all expenses incident to the performance of their the Company's and the Guarantor's obligations under this Agreement, including: : (i) the fees, disbursements and expenses of the Company's and Guarantor's counsel and the Company's and Guarantor's accountants of the Company and the Guarantor in connection with the registration, issuance registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, Offering Memorandum and amendments and supplements or amendments to any either of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters Initial Purchasers and dealers, in the quantities herein above hereinabove specified, , (ii) all costs and expenses related to the transfer and delivery of the Securities to the UnderwritersInitial Purchasers, including any transfer or other taxes payable in connection with such thereon (but excluding any transfer and delivery, taxes on resale of any of the Securities by the Initial Purchasers), (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws law and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws law as provided in Section 5(g5(d) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, , (iv) the fees and disbursements of the Company's and Guarantor's counsel and accountants and of the Trustee and its counsel, (v) any fees charged by the rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., , (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “"road show” " undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the GuarantorCompany, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (xvii) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) this Section, Section 6 entitled "Indemnity and (v) Contribution," and the last paragraph of this subsection (h), and Section 11 hereof8 below, the Underwriters Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (i) The Company and the Guarantor will prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (j) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge, grant any option, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company or the Guarantor that are substantially similar to the Securities and the Guarantees without your prior written consent.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the The Company and the Guarantor jointly and severally covenant and agree with the several Underwriters that they will furnish such firm which shall be acting as counsel for the Underwriters ("Underwriters' Counsel"), one signed copy of the Registration Statement, including all exhibits, relating to the Debt Securities in the form in which it became effective and of all amendments thereto and will furnish to the Representatives copies of the Registration Statement, including all exhibits and amendments thereto, and that, in connection with each Underwriter as followsoffering of Securities: (a) The Company and the Guarantor will furnish promptly prepare a supplement to you, without charge, a signed copy the Prospectus to reflect the terms of the Securities and the terms of the offering thereof and will advise the Representatives promptly of any other amendment or supplementation of the Registration Statement or the Prospectus and will deliver to each not effect any amendment or supplementation without the consent of the Underwriters during Representatives, which consent shall not be unreasonably withheld; the period mentioned in Section 6(e) or 6(f) below, as many copies Company and the Guarantor will also advise the Representatives of any request made by the Time of Sale Prospectus, the Prospectus, Commission for any documents incorporated by reference therein and any supplements and amendments thereto or amendment to the Registration Statement or Prospectus or for additional information with respect thereto and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement, and will use their best efforts to prevent the issuance of any such stop order and to obtain as you may reasonably requestsoon as possible its lifting, if issued. The Company will not file any document pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which is deemed to be incorporated by reference in the Prospectus unless Underwriters' Counsel shall have been previously advised thereof. (b) Before amending or supplementing If, at any time when a prospectus relating to the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Guarantor will furnish to you a copy of each such proposed amendment or supplement and will not file any such proposed amendment or supplement to which you reasonably object. (c) The Guarantor will furnish to you a copy of each proposed free writing prospectus Securities is required to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) delivered under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and Act, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist occurs as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so then amended or supplemented will not, in the light would include an untrue statement of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statementmaterial fact, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred omit to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, state any event shall occur or condition exist as a result of which it is material fact necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaserunder which they were made, not misleading, or if, in the opinion of counsel for the Underwriters, if it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with applicable lawthe Act, the Company and the Guarantor forthwith promptly will prepare, prepare and file with the Commission and furnish, at their own expensean amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) The Guarantor and, to the Underwriters extent separately required pursuant to Rule 158 under the Act, the Company will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, earnings statements (in form complying with the provisions of Rule 158) covering a twelve-month period beginning not later than the first day of the fiscal quarter of the Guarantor and the Company next following the effective date of the Registration Statement (as defined in Rule 158) with respect to each sale of Securities. (d) The Company and the dealers (whose names and addresses you Guarantor will furnish to the Representatives copies of each preliminary prospectus supplement, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested. (e) The Company and the Guarantor) Guarantor will use their best efforts to which Securities may have been sold by you on behalf arrange for the qualification of the Underwriters Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (f) During the period of five years after the effective date of the Registration Statement, the Guarantor will furnish to any other dealers the Representatives and, upon request, either amendments or supplements to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year, and the Guarantor will furnish to the Prospectus so that the statements in the Prospectus Representatives and to Underwriters' Counsel, (i) as so amended or supplemented will notsoon as available, in the light a copy of each report of the circumstances when Guarantor filed with the Prospectus Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Guarantor or in lieu thereof the notice referred to in Rule 173(a) of Company as the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable lawRepresentatives may reasonably request. (g) Promptly from time to time as you may reasonably request the Company and the Guarantor will endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and the Guarantees; provided that neither the Company nor the Guarantor will be required to qualify as a foreign corporation or to file a general consent to service of process in any such state. (h) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company and the Guarantor will pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: any expenses (iincluding fees and disbursements of counsel) the fees, disbursements and expenses of the counsel and accountants of the Company and the Guarantor incurred in connection with the registration, issuance and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable in connection with such transfer and delivery, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification qualifications of the Securities for offer sale and sale determination of their eligibility for investment under state securities the laws of such jurisdictions as provided in Section 5(g) hereof, including filing fees the Representatives designate and the reasonable and documented fees and disbursements printing of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandummemoranda relating thereto, (iv) any fees charged by investment rating agencies for the rating of the Securities, (v) all filing expenses incurred in delivering copies of the Registration Statement and any amendments thereto, and of the Prospectus and any amendments or supplements thereto, to the Underwriters, and the fees and the reasonable and documented fees and disbursements of counsel to the Underwriters expenses, if any, incurred in connection with the review and qualification of the offering listing of the Securities by on the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges of the Trustee and any transfer agent, registrar New York Stock Exchange or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) and (v) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may makenational securities exchange. (ih) The Company and the Guarantor will prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (j) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither Neither the Company nor the Guarantor will offerwill, sell, contract to sell, pledge, grant any option, make any short sale or otherwise dispose of, except as provided hereunder, any securities without the prior consent of the Company Representatives, offer or sell any of its debt securities having a maturity of more than one year between the Guarantor that are substantially similar to the commencement of an offering of Securities and the Guarantees without your prior written consentrelated Delivery Date.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the The Company and the Guarantor jointly and severally covenant and agree with each Underwriter as followsthat: (a) The Guarantor Company (i) will prepare the Prospectus in a form approved by the Representative and file the Prospectus pursuant to Rule 424(b) of the Rules and Regulations within the time period prescribed by such Rule; (ii) will not file any amendment or supplement to the Registration Statement or the Prospectus or file any document under the Exchange Act before the termination of the offering of the Notes by the Underwriters if such document would be deemed to be incorporated by reference into the Prospectus, which filing is not consented to by the Representative after reasonable notice thereof (such consent not to be unreasonably withheld or delayed); (iii) will advise the Representative, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement, the most recent Preliminary Prospectus or the Prospectus has been filed and will furnish the Representative with copies thereof; (iv) will prepare the Final Term Sheet, substantially in the form of Schedule III hereto and approved by the Representative and file the Final Term Sheet pursuant to youRule 433(d) of the Rules and Regulations within the time period prescribed by such Rule; (v) will advise the Representative promptly after it receives notice thereof, without chargeof the issuance by the Commission or any state or other regulatory body of any stop order or any order suspending the effectiveness of the Registration Statement, a signed copy suspending or preventing the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or suspending the qualification of the Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceedings for any such purpose or pursuant to Section 8A of the Securities Act, of receipt by the Company from the Commission of any notice of objection to the use of the Registration Statement and will deliver to each or any post-effective amendment thereto or of any request by the Commission for the amending or supplementing of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale ProspectusRegistration Statement, the ProspectusProspectus or any Issuer Free Writing Prospectus or for additional information; and (vi) will use its best efforts to prevent the issuance of any stop order or other such order or any such notice of objection and, if a stop order or other such order is issued or any documents incorporated by reference therein and any supplements and amendments thereto such notice of objection is received, to obtain as soon as possible the lifting or to the Registration Statement as you may reasonably requestwithdrawal thereof. (b) Before amending The Company will prepare and file with the Commission, promptly upon the request of the Representative, any amendments or supplementing supplements to the Registration Statement, the Time of Sale Prospectus Disclosure Package or the ProspectusProspectus which, in the Guarantor will furnish to you a copy opinion of each such proposed amendment the Representative, may be necessary or supplement and will not file any such proposed amendment or supplement to which you reasonably objectadvisable in connection with the offering of the Notes. (c) The Guarantor Company will furnish to you a copy each of the Representative and to counsel for the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each proposed free writing prospectus amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be prepared incorporated by or on behalf ofreference in the Registration Statement, used by, or referred to by the Company any Preliminary Prospectus or the Guarantor Prospectus), in each case as soon as available and will not use or refer in such quantities as the Representative may from time to any proposed free writing prospectus to which you time reasonably objectrequest. (d) Neither During the Company nor the Guarantor will take any action that would result period in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when which the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, relating to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus Notes (or in lieu thereof thereof, the notice referred to in Rule 173(a) of the Securities ActRules and Regulations) is required by law to be delivered under the Securities Act, the Company will comply with all requirements imposed upon it by the Securities Act and by the Rules and Regulations, as from time to time in connection with force, so far as is necessary to permit the continuance of sales of or dealings in the Notes as contemplated by an Underwriter or dealer, the provisions of this Agreement and by the Prospectus. If during such period any event shall occur or condition exist occurs as a result of which it is necessary to amend the Disclosure Package or supplement the Prospectus in order as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaserthen existing, not misleading, or if, in the opinion of counsel for the Underwriters, if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with applicable lawthe Securities Act, the Company will promptly notify the Representative and will, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and will furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representative may from time to time reasonably request. (e) As soon as practicable, the Company will make generally available to its security holders and the Underwriters an earnings statement satisfying the requirements of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations. (f) The Company and the Guarantor forthwith will prepareagree, file whether or not this Agreement is terminated or the sale of the Notes to the Underwriters is consummated, to pay all fees, expenses, costs and charges in connection with: (i) the preparation, printing, filing, registration, delivery and shipping of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendments or supplements thereto; (ii) the printing, producing, copying and delivering this Agreement, the Indenture, closing documents (including any compilations thereof) and any other agreements, memoranda, correspondence and other documents printed and delivered in connection with the Commission offering, purchase, sale and furnishdelivery of the Notes; (iii) the services of the Company’s independent registered public accounting firm; (iv) the services of the Company’s counsel; (v) the qualification of the Notes under the securities laws of the several jurisdictions as provided in Section 4(l) hereof and the preparation, at printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel to the Underwriters); (vi) any rating of the Notes by rating agencies; (vii) the services of the Trustee and any agent of the Trustee (including the fees and disbursements of counsel for the Trustee); (viii) any “road show” or other investor presentations relating to the offering of the Notes (including, without limitation, for meetings and travel); (ix) the listing of the Notes on the New York Stock Exchange; and (x) otherwise incident to the performance of its obligations hereunder for which provision is not otherwise made in this Section 4(f). It is understood, however, that, except as provided in this Section 4(f) or Sections 7 and 9 hereof, the Underwriters will pay all of their own expensecosts and expenses, including the fees and expenses of counsel to the Underwriters and to any advertising expenses incurred in connection with the dealers (whose names and addresses you will furnish to offering of the Notes. If the sale of the Notes provided for herein is not consummated by reason of acts of the Company and or changes in circumstances of the Guarantor) Company pursuant to which Securities may have been sold Section 9 of this Agreement, or by you reason of any failure, refusal or inability on behalf the part of the Company or the Guarantor to perform any agreement on its part to be performed or because any other condition of the Underwriters’ obligations hereunder is not fulfilled or if the Underwriters decline to purchase the Notes for any reason permitted under this Agreement (other than by reason of a default by any of the Underwriters pursuant to Section 8), the Company will reimburse the Underwriters for all reasonable out-of-pocket disbursements (including fees and to any other dealers upon request, either amendments or supplements expenses of counsel to the Prospectus so that Underwriters) incurred by the statements Underwriters in the Prospectus as so amended connection with any investigation or supplemented will not, preparation made by them in the light respect of the circumstances when marketing of the Prospectus (Notes or in lieu thereof the notice referred to in Rule 173(a) contemplation of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable lawperformance by them of their obligations hereunder. (g) Promptly Until completion of the distribution of the Notes, the Company will timely file all reports, documents and amendments to previously filed documents required to be filed by it pursuant to Section 12, 13(a), 13(c), 14 or 15(d) of the Exchange Act. (h) The Company will apply the net proceeds from the sale of the Notes as set forth in the most recent Preliminary Prospectus and the Prospectus. (i) Until seven days following the Closing Date, the Company will not, without the prior written consent of the Representative, directly or indirectly, issue, sell, offer to sell, grant any option for the sale of or otherwise dispose of, any debt securities that are substantially similar to the Notes (including, without limitation, with respect to the maturity, currency, interest rate and other material terms of the Notes). (j) The Company will pay the required Commission filing fees relating to the Notes within the time period required by Rule 456(b)(1) of the Rules and Regulations without regard to time as you the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Rules and Regulations. (k) If required by Rule 430B(h) of the Rules and Regulations, the Company will prepare a prospectus in a form approved by the Representative and file such prospectus pursuant to Rule 424(b) of the Rules and Regulations not later than may reasonably request be required by such Rule; and the Company will make no further amendment or supplement to such prospectus that will be disapproved by the Representative promptly after reasonable notice thereof. (l) The Company and the Guarantor will endeavor cooperate with the Underwriters and with counsel to qualify the Securities Underwriters in connection with the qualification of the Notes for offer offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request the Underwriters may designate and will file such consents to comply with service of process or other documents necessary or appropriate in order to effect such laws so as qualification and to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and Notes; provided, however, that in no event will the Guarantees; provided Company or the Guarantor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than for actions or proceedings arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (m) The Company will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (n) The Company will comply with all agreements set forth in the representation letters of the Company to DTC relating to the acceptance of the Notes for “book-entry” transfer through the facilities of DTC. (o) Application will be made by the Company to list the Notes on the New York Stock Exchange although neither the Company nor the Guarantor can guarantee such listing will be required to qualify as a foreign corporation or to file a general consent to service of process in any such stateobtained. (h) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor will pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the counsel and accountants of the Company and the Guarantor in connection with the registration, issuance and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable in connection with such transfer and delivery, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) and (v) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (i) The Company and the Guarantor will prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (j) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge, grant any option, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company or the Guarantor that are substantially similar to the Securities and the Guarantees without your prior written consent.

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the The Company and the Guarantor jointly and severally covenant and agree with each the Issuer and the Underwriter as follows: (a) The Guarantor will furnish to you, without charge, a signed copy If either during (i) the period between the date of this Underwriting Agreement and the Closing Date or (ii) the period between the Closing Date and the date ninety (90) days after the end of the Registration underwriting period (as defined in the Rule) (or, if earlier, the date by which the Official Statement and will deliver is available to each any person from the MSRB, but in no event less than twenty-five (25) days after the end of the Underwriters during underwriting period (as defined in the period mentioned in Section 6(e) or 6(f) belowRule)), as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Guarantor will furnish to you a copy of each such proposed amendment or supplement and will not file any such proposed amendment or supplement to which you reasonably object. (c) The Guarantor will furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object. (d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus Official Statement in order to make the statements therein, in the light of the circumstancescircumstances when the Official Statement is delivered to a prospective purchaser true and correct in all material respects and with no omission of material facts necessary to make the statements therein, in light of the circumstances in which they were made not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with cooperate in the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either preparation of a revised Official Statement or amendments or supplements to the Time of Sale Prospectus Official Statement so that the statements in the Time of Sale Prospectus Official Statement, as revised, or the Official Statement, as so amended or supplemented supplemented, will not, in the light of the circumstances when the Time of Sale Prospectus such Official Statement is delivered to a prospective purchaser, be misleading or so that misleading. As required by Section 4 hereof, the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with Underwriter shall promptly notify the Registration Statement, or so that Company and the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. Guarantor (fi) If, during such period after if the first date of the public offering end of the Securities underwriting period (as defined in the opinion Rule) is more than ninety (90) days after the Closing Date, and (ii) regardless of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(aclause (i) of this sentence, the Securities Act) date that is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light end of the circumstances when underwriting period. In the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) absence of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable lawsuch notice, the Company and the Guarantor forthwith will prepare, file with shall deem the Commission and furnish, at their own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company and the Guarantor) to which Securities may have been sold by you on behalf end of the Underwriters and underwriting period to any other dealers upon request, either amendments or supplements to be ninety (90) days after the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.Closing Date; (gb) Promptly from time to time as you may reasonably request the The Company and the Guarantor will cooperate with the Underwriter and its counsel in any endeavor to qualify the Securities Bonds for offer offering and sale under the securities or “Blue Sky Sky” laws of such jurisdictions as you shall reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and United States as the GuaranteesUnderwriter may request; provided provided, however, that neither the Company nor the Guarantor will shall not be required to qualify as a foreign corporation or to file a general written consent to suit or service of process in any such statejurisdiction. (hc) Whether or not Between the transactions contemplated in this Agreement are consummated or this Agreement is terminatedDate Hereof and the Closing, the Company and the Guarantor will pay or not take any action that would cause the representations and warranties contained in Section 6 of this Underwriting Agreement to be paid all expenses incident to the performance of their obligations under this Agreement, including: (i) the fees, disbursements and expenses untrue as of the counsel and accountants of Closing. On the Closing Date, the Company and the Guarantor shall deliver or cause to be delivered all opinions, certificates and other documents to be delivered by it or on its behalf as provided for in connection this Underwriting Agreement, and to deliver such additional certificates and other documents as the Issuer may reasonably request to evidence performance of or compliance with the registration, issuance provisions of this Underwriting Agreement and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to transactions contemplated by the Company or Official Statement and the GuarantorFinancing Documents, all such certificates and amendments other documents to be reasonably satisfactory in form and supplements to any of the foregoing, including the filing fees payable substance to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, Underwriter and the mailing and delivering Issuer; (d) In order to permit the Underwriter to satisfy its obligations under Section 4 of copies thereof to the Underwriters and dealersthis Underwriting Agreement, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable in connection with such transfer and delivery, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating will furnish to investor presentations on any “road show” undertaken in connection with the marketing Underwriter copies of the offering Official Statement and any amendments and supplements thereto, in each case as soon as practicable, but in any event in the case of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval Official Statement within seven (7) business days of the Guarantordate of this Underwriting Agreement and in no event less than two (2) business days prior to Closing, travel and lodging expenses of which copies shall be furnished at a minimum in such quantities as shall be reasonably requested by the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, Underwriter to fulfill its obligations under paragraph (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) and (vb)(4) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.Rule 15c2-12; (ie) The Company and the Guarantor will prepare a final term sheet relating shall indemnify and hold harmless (except to the offering extent, if any, that a court of competent jurisdiction determines that such agreement to indemnify and hold harmless is not enforceable as a result of being contrary to law or public policy) the Issuer, each officer, director, employee and agent of the SecuritiesIssuer and each person, containing only information that describes the final terms if any, who controls (as such term is defined in Section 15 of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (j) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge, grant any option, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company or the Guarantor that are substantially similar to the Securities and the Guarantees without your prior written consent.the

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the The Company and the Guarantor jointly and severally covenant and agree with each Underwriter the Underwriters as follows: (a) The Guarantor Company and the Guarantor, on or prior to the Closing Date, will furnish deliver to you, without charge, a signed copy the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as an exhibit thereto, except exhibits incorporated by reference, unless specifically requested). As soon as the Company or the Guarantor is advised thereof, they will advise the Representatives orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or the institution of any proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or the Guarantor or related to the offering, of which the Company or the Guarantor shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company and the Guarantor will deliver to each the Representatives sufficient conformed copies of the Registration Statement, the Base Prospectus, the Pricing Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to the Underwriters during the period mentioned in Section 6(e) or 6(f) belowand, from time to time, as many copies of the Time of Sale Base Prospectus, the Prospectus, any documents incorporated by reference therein Pricing Prospectus and any supplements and amendments thereto or to the Registration Statement Final Supplemented Prospectus as you the Underwriters may reasonably requestrequest for the purposes contemplated by the 1933 Act or the 0000 Xxx. (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, The Company and the Guarantor will furnish to you a copy the Underwriters with written or electronic copies of each such proposed amendment or supplement and will not file any such proposed amendment or supplement to which you the Final Supplemented Prospectus relating to the offering of the Securities in such quantities as the Underwriters may from time to time reasonably object. request. If, during the period (cnot exceeding nine months) The Guarantor will furnish to you when the delivery of a copy of each proposed free writing prospectus to be prepared by (or on behalf ofin lieu thereof, used by, or the notice referred to in Rule 173(a) under the 0000 Xxx) shall be required by law in connection with the sale of any Securities by an Underwriter, any event relating to or affecting the Company or the Guarantor and will not use Guarantor, or refer to any proposed free writing prospectus to of which you reasonably object. (d) Neither the Company nor and the Guarantor will take any action that would result shall be advised in an Underwriter or writing by the Company or Representatives, shall occur, which in the opinion of the Company, the Guarantor being required or of Underwriters’ counsel should be set forth in a supplement to file with or an amendment of the Commission pursuant Final Supplemented Prospectus, as the case may be, in order to make the Final Supplemented Prospectus not misleading in light of the circumstances when it (or in lieu thereof, the notice referred to in Rule 433(d173(a) under the Securities Act a free writing prospectus prepared by 0000 Xxx) is delivered, or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and if for any event other reason it shall occur or condition exist as a result of which it is be necessary during such period to amend or supplement the Time Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Final Supplemented Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company and the Guarantor forthwith will (i) notify the Underwriters to suspend solicitation of Sale purchases of the Securities and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain 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, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Final Supplemented Prospectus (or in lieu thereof thereof, the notice referred to in Rule 173(a) of under the Securities Act0000 Xxx) is delivered, not misleading or which will effect any other necessary compliance. In case any Underwriter is required by law to be delivered deliver a prospectus in connection with sales by an Underwriter or dealer, the sale of any event shall occur or condition exist as a result Securities after the expiration of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, period specified in the light preceding sentence, the Company or the Guarantor, upon the request of such Underwriter, will furnish to such Underwriter, at the circumstances when expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Prospectus (or in lieu thereof the notice referred to in Rule 173(aFinal Supplemented Prospectus, complying with Section 10(a) of the Securities 1933 Act) is delivered to a purchaser, not misleading, or if, . During the period specified in the opinion second sentence of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable lawthis subsection, the Company and the Guarantor forthwith will prepare, continue to prepare and file with the Commission on a timely basis all documents or amendments required under the 1934 Act and furnishthe rules and regulations thereunder; provided, at their own expense, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Underwriters Representatives and to the dealers (whose names and addresses you will furnish to the Company and the Guarantor) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable lawHunton Xxxxxxx Xxxxx LLP. (gc) Promptly from time to time as you may reasonably request the The Company and the Guarantor will endeavor endeavor, in cooperation with the Underwriters, to qualify the Securities for offer offering and sale under the applicable securities or Blue Sky laws of such states and the other jurisdictions as you shall reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and United States as the GuaranteesRepresentatives may designate; provided provided, however, that neither the Company nor the Guarantor will shall be required obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process or to file annual reports or to comply with any other requirements in any connection with such statequalification deemed by the Company or the Guarantor to be unduly burdensome. (hd) Whether or The Company and the Guarantor will make generally available to their security holders as soon as practicable but not later than 45 days after the transactions contemplated close of the period covered thereby, an earnings statement of the Guarantor (in form complying with the provisions of Rule 158 of the rules and regulations under the 0000 Xxx) covering a twelve-month period beginning not later than the first day of the Guarantor’s fiscal quarter next following the “effective date” (as defined in Rule 158) of the Registration Statement. (e) As soon as practicable after the date of this Agreement are consummated or this Agreement is terminatedAgreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, the Company and the Guarantor will pay or cause file the Final Supplemented Prospectus, in a form approved by the Representatives, such approval not to be paid all expenses incident to unreasonably withheld, with the performance Commission and will advise the Representatives of their obligations under this Agreementsuch filing and will confirm such advice in writing. Furthermore, including: (i) the fees, disbursements and expenses of the counsel and accountants of the Company and the Guarantor in connection with the registration, issuance and delivery of the Securities will make any other required filings pursuant to Rule 433(d)(1) under the Securities 1933 Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable in connection with such transfer and delivery, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) and (v) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeRule. (i) The Company and the Guarantor will prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (jf) During the a period beginning of 15 days from the date hereof and continuing until the business day after the Time of Deliverythis Agreement, neither the Company nor the Guarantor will offerwill, without the Representatives’ prior written consent, directly or indirectly, sell, contract offer to sell, pledge, grant any optionoption for the sale of, make any short sale or otherwise dispose of, except as provided hereunder, any Senior Notes or any security convertible into or exchangeable into or exercisable for the Senior Notes or any debt securities of the Company or the Guarantor that are substantially similar to the Securities and Senior Notes (except for the Guarantees without your prior written consentSenior Notes issued pursuant to this Agreement). The Representatives agree that commercial paper or other debt securities with scheduled maturities of less than one year are not subject to this Section 4(f).

Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the The Company and the Guarantor jointly and severally covenant and agree with each Underwriter as followsthat: (a) The Guarantor Company (i) will prepare the Prospectus in a form approved by the Representative and file the Prospectus pursuant to Rule 424(b) of the Rules and Regulations within the time period prescribed by such Rule; (ii) will not file any amendment or supplement to the Registration Statement or the Prospectus or file any document under the Exchange Act before the termination of the offering of the Notes by the Underwriters if such document would be deemed to be incorporated by reference into the Prospectus, which filing is not consented to by the Representative after reasonable notice thereof (such consent not to be unreasonably withheld or delayed); (iii) will advise the Representative, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement, the most recent Preliminary Prospectus or the Prospectus has been filed and will furnish the Representative with copies thereof; (iv) will prepare the Final Term Sheet, substantially in the form of Schedule III hereto and approved by the Representative and file the Final Term Sheet pursuant to youRule 433(d) of the Rules and Regulations within the time period prescribed by such Rule; (v) will advise the Representative promptly after it receives notice thereof, without chargeof the issuance by the Commission or any state or other regulatory body of any stop order or any order suspending the effectiveness of the Registration Statement, a signed copy suspending or preventing the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or suspending the qualification of the Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceedings for any such purpose or pursuant to Section 8A of the Securities Act, of receipt by the Company from the Commission of any notice of objection to the use of the Registration Statement and will deliver to each or any post-effective amendment thereto or of any request by the Commission for the amending or supplementing of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale ProspectusRegistration Statement, the ProspectusProspectus or any Issuer Free Writing Prospectus or for additional information; and (vi) will use its best efforts to prevent the issuance of any stop order or other such order or any such notice of objection and, if a stop order or other such order is issued or any documents incorporated by reference therein and any supplements and amendments thereto such notice of objection is received, to obtain as soon as possible the lifting or to the Registration Statement as you may reasonably requestwithdrawal thereof. (b) Before amending The Company will prepare and file with the Commission, promptly upon the request of the Representative, any amendments or supplementing supplements to the Registration Statement, the Time of Sale Prospectus Disclosure Package or the ProspectusProspectus which, in the Guarantor will furnish to you a copy opinion of each such proposed amendment the Representative, may be necessary or supplement and will not file any such proposed amendment or supplement to which you reasonably objectadvisable in connection with the offering of the Notes. (c) The Guarantor Company will furnish to you a copy each of the Representative and to counsel for the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each proposed free writing prospectus amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be prepared incorporated by or on behalf ofreference in the Registration Statement, used by, or referred to by the Company any Preliminary Prospectus or the Guarantor Prospectus), in each case as soon as available and will not use or refer in such quantities as the Representative may from time to any proposed free writing prospectus to which you time reasonably objectrequest. (d) Neither During the Company nor the Guarantor will take any action that would result period in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when which the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, relating to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus Notes (or in lieu thereof thereof, the notice referred to in Rule 173(a) of the Securities ActRules and Regulations) is required by law to be delivered under the Securities Act, the Company will comply with all requirements imposed upon it by the Securities Act and by the Rules and Regulations, as from time to time in connection with force, so far as is necessary to permit the continuance of sales of or dealings in the Notes as contemplated by an Underwriter or dealer, the provisions of this Agreement and by the Prospectus. If during such period any event shall occur or condition exist occurs as a result of which it is necessary to amend the Disclosure Package or supplement the Prospectus in order as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaserthen existing, not misleading, or if, in the opinion of counsel for the Underwriters, if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with applicable lawthe Securities Act, the Company will promptly notify the Representative and will, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and will furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representative may from time to time reasonably request. (e) As soon as practicable, the Company will make generally available to its security holders and the Underwriters an earnings statement satisfying the requirements of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations. (f) The Company and the Guarantor forthwith will prepareagree, file whether or not this Agreement is terminated or the sale of the Notes to the Underwriters is consummated, to pay all fees, expenses, costs and charges in connection with: (i) the preparation, printing, filing, registration, delivery and shipping of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendments or supplements thereto; (ii) the printing, producing, copying and delivering this Agreement, the Indenture, closing documents (including any compilations thereof) and any other agreements, memoranda, correspondence and other documents printed and delivered in connection with the Commission offering, purchase, sale and furnishdelivery of the Notes; (iii) the services of the Company’s independent registered public accounting firm; (iv) the services of the Company’s counsel; (v) the qualification of the Notes under the securities laws of the several jurisdictions as provided in Section 4(l) hereof and the preparation, at printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel to the Underwriters); (vi) any rating of the Notes by rating agencies; (vii) the services of the Trustee and any agent of the Trustee (including the fees and disbursements of counsel for the Trustee); (viii) any “road show” or other investor presentations relating to the offering of the Notes (including, without limitation, for meetings and travel); and (ix) otherwise incident to the performance of its obligations hereunder for which provision is not otherwise made in this Section 4(f). It is understood, however, that, except as provided in this Section 4(f) or Sections 7 and 9 hereof, the Underwriters will pay all of their own expensecosts and expenses, including the fees and expenses of counsel to the Underwriters and to any advertising expenses incurred in connection with the dealers (whose names and addresses you will furnish to offering of the Notes. If the sale of the Notes provided for herein is not consummated by reason of acts of the Company and or changes in circumstances of the Guarantor) Company pursuant to which Securities may have been sold Section 9 of this Agreement, or by you reason of any failure, refusal or inability on behalf the part of the Company or the Guarantor to perform any agreement on its part to be performed or because any other condition of the Underwriters’ obligations hereunder is not fulfilled or if the Underwriters decline to purchase the Notes for any reason permitted under this Agreement (other than by reason of a default by any of the Underwriters pursuant to Section 8), the Company will reimburse the Underwriters for all reasonable out-of-pocket disbursements (including fees and to any other dealers upon request, either amendments or supplements expenses of counsel to the Prospectus so that Underwriters) incurred by the statements Underwriters in the Prospectus as so amended connection with any investigation or supplemented will not, preparation made by them in the light respect of the circumstances when marketing of the Prospectus (Notes or in lieu thereof the notice referred to in Rule 173(a) contemplation of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable lawperformance by them of their obligations hereunder. (g) Promptly Until completion of the distribution of the Notes, the Company will timely file all reports, documents and amendments to previously filed documents required to be filed by it pursuant to Section 12, 13(a), 13(c), 14 or 15(d) of the Exchange Act. (h) The Company will apply the net proceeds from the sale of the Notes as set forth in the most recent Preliminary Prospectus and the Prospectus. (i) Until seven days following the Closing Date, the Company will not, without the prior written consent of the Representative, directly or indirectly, issue, sell, offer to sell, grant any option for the sale of or otherwise dispose of, any debt securities that are substantially similar to the Notes (including, without limitation, with respect to the maturity, currency, interest rate and other material terms of the Notes). (j) The Company will pay the required Commission filing fees relating to the Notes within the time period required by Rule 456(b)(1) of the Rules and Regulations without regard to time as you the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Rules and Regulations. (k) If required by Rule 430B(h) of the Rules and Regulations, the Company will prepare a prospectus in a form approved by the Representative and file such prospectus pursuant to Rule 424(b) of the Rules and Regulations not later than may reasonably request be required by such Rule; and the Company will make no further amendment or supplement to such prospectus that will be disapproved by the Representative promptly after reasonable notice thereof. (l) The Company and the Guarantor will endeavor cooperate with the Underwriters and with counsel to qualify the Securities Underwriters in connection with the qualification of the Notes for offer offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request the Underwriters may designate and will file such consents to comply with service of process or other documents necessary or appropriate in order to effect such laws so as qualification and to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities and the GuaranteesNotes; provided provided, however, that neither in no event will the Company nor or the Guarantor will be required obligated to qualify as a foreign corporation to do business in any jurisdiction where it is not now so qualified or to file a general consent take any action which would subject it to service of process in suits, other than for actions or proceedings arising out of the offering or sale of the Notes, in any such statejurisdiction where it is not now so subject. (hm) Whether The Company will not take, directly or not the transactions contemplated in this Agreement are consummated indirectly, any action designed to cause or this Agreement is terminatedresult in, the Company and the Guarantor will pay or that might cause to be paid all expenses incident to the performance of their obligations under this Agreementor result in, including: (i) the fees, disbursements and expenses stabilization or manipulation of the counsel and accountants price of the Notes to facilitate the sale or resale of the Notes. (n) The Company will comply with all agreements set forth in the representation letters of the Company and the Guarantor in connection with the registration, issuance and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor, and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission DTC relating to the Securities (within the time required by Rule 456 (b)(1), if applicable) (it being understood that the foregoing does not include fees and disbursement of counsel for the Underwriters), including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery acceptance of the Securities to Notes for “book-entry” transfer through the Underwriters, including any transfer or other taxes payable in connection with such transfer and delivery, (iii) the cost facilities of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Guarantees, (vii) the cost of the preparation, issuance and delivery of the Securities and the Guarantees, (viii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, the Indenture, closing documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) and (v) of this subsection (h), and Section 11 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeDTC. (i) The Company and the Guarantor will prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. (j) During the period beginning from the date hereof and continuing until the business day after the Time of Delivery, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge, grant any option, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company or the Guarantor that are substantially similar to the Securities and the Guarantees without your prior written consent.