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

Covenants of the Company and the Issuer. Upon the execution of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree with the several Underwriters: (a) The Company and the Issuer will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions and allowances, if any, and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments to the Registration Statement as in effect with respect to the Notes, or any amendments or supplements to the Preliminary Prospectus or the Prospectus, without the Representatives’ prior consent (which consent shall not be unreasonably withheld or delayed); the Company and the Issuer will immediately advise the Representatives and their counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a Preliminary Prospectus or a Prospectus relating to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Preliminary Prospectus or the Prospectus to comply with the Act or the Rules and Regulations, the Company and the Issuer will promptly prepare and (subject to review and no reasonable objection by the Representatives as described in Section 7(a) of this Agreement) file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; provided, however, that the Representatives’ consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “Noteholders”) (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a) of the Act and Rule 158 of the Commission with respect to the Notes. (d) The Company and the Issuer will furnish to the Representatives copies of the Registration Statement (at least one copy to be delivered to the Representatives will be signed and will include all documents and exhibits thereto or incorporated by reference therein), the Preliminary Prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably request. (e) The Company and the Issuer will assist the Underwriters in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate and will continue to assist the Underwriters in maintaining such qualifications in effect so long as required for the distribution; provided, however, that neither the Company nor the Issuer shall be required to qualify to do business in any jurisdiction where it is now not qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of process. (f) If filing of the Preliminary Prospectus or the Prospectus is required under Rule 424(b) of the Commission, the Company and the Issuer will file the Preliminary Prospectus or the Prospectus, properly completed, and any supplement thereto, pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representatives of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus to the extent such filing is required by Rule 433(d) of the Act. (g) The Company and the Issuer will cause the Indenture to be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Covenants of the Company and the Issuer. Upon or otherwise in contemplation of the execution of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree with the several Underwriters: (a) The Company and the Issuer will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions and allowances, if any, and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments to the Registration Statement as in effect with respect to the Notes, or any amendments or supplements to the Preliminary Prospectus or the Prospectus, without the Representatives’ prior consent (which consent shall not be unreasonably withheld or delayed); the Company and the Issuer will immediately advise the Representatives and their counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a Preliminary Prospectus or a Prospectus relating to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Preliminary Prospectus or the Prospectus to comply with the Act or the Rules and RegulationsAct, the Company and the Issuer will promptly prepare and (subject to review and no reasonable objection by the Representatives as described in Section 7(a) of this Agreement) file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; provided, however, that the Representatives’ consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “Noteholders”) (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a11(a) of the Act and Rule 158 of the Commission with respect to the Notes. (d) The Company and the Issuer will furnish to the Representatives copies an electronic copy of each of the Registration Statement (at least one copy to be delivered to the Representatives will be signed and will include all documents and exhibits thereto or incorporated by reference therein)Statement, the Preliminary Prospectus, the ProspectusProspectus and any other Disclosure Materials, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably requestavailable. (e) The Company and the Issuer will assist the Underwriters in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate and will continue to assist the Underwriters in maintaining such qualifications in effect so long as required for the distribution; provided, however, that neither the Company nor the Issuer shall be required to qualify to do business in any jurisdiction where it is now not qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of process. (f) If filing of the Preliminary Prospectus or the Prospectus is required under Rule 424(b) of the Commission, the The Company and the Issuer have filed or will file the Preliminary Prospectus or and the Prospectus, as applicable, properly completed, and any supplement thereto, pursuant to Rule 424(h) or Rule 424(b) ), as applicable, within the prescribed time period and have provided or will provide evidence satisfactory to the Representatives of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus (as defined below) to the extent such filing is required by Rule 433(d) of the Act. (g) The Company and the Issuer will cause the Indenture to be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Covenants of the Company and the Issuer. Upon or otherwise in contemplation of the execution of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree with the several Underwriters: (a) The Company and the Issuer will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions and allowances, if any, and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments to the Registration Statement as in effect with respect to the Notes, or any amendments or supplements to the Preliminary Prospectus or the Prospectus, without the Representatives’ prior consent (which consent shall not be unreasonably withheld or delayed); the Company and the Issuer will immediately advise the Representatives and their counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a Preliminary Prospectus or a Prospectus relating to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Preliminary Prospectus or the Prospectus to comply with the Act or the Rules and Regulations, the Company and the Issuer will promptly prepare and (subject to review and no reasonable objection by the Representatives as described in Section 7(a) of this Agreement) file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; provided, however, that the Representatives’ consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “Noteholders”) (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a) of the Act and Rule 158 of the Commission with respect to the Notes. (d) The Company and the Issuer will furnish to the Representatives copies an electronic copy of each of the Registration Statement (at least one copy to be delivered to the Representatives will be signed and will include all documents and exhibits thereto or incorporated by reference therein)Statement, the Preliminary Prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably requestavailable. (e) The Company and the Issuer will assist the Underwriters in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate and will continue to assist the Underwriters in maintaining such qualifications in effect so long as required for the distribution; provided, however, that neither the Company nor the Issuer shall be required to qualify to do business in any jurisdiction where it is now not qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of process. (f) If filing of the Preliminary Prospectus or the Prospectus is required under Rule 424(b) of the Commission, the Company and the Issuer will file the Preliminary Prospectus or the Prospectus, properly completed, and any supplement thereto, pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representatives of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus to the extent such filing is required by Rule 433(d) of the Act. (g) The Company and the Issuer will cause the Indenture to be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Covenants of the Company and the Issuer. Upon or otherwise in contemplation of the execution of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree with the several Underwriters: (a) The Company and the Issuer will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions and allowances, if any, and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments to the Registration Statement as in effect with respect to the Notes, or any amendments or supplements to the Preliminary Prospectus or the Prospectus, without the Representatives’ prior consent (which consent shall not be unreasonably withheld or delayed); the Company and the Issuer will immediately advise the Representatives and their counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a Preliminary Prospectus or a Prospectus relating to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Preliminary Prospectus or the Prospectus to comply with the Act or the Rules and Regulations, the Company and the Issuer will promptly prepare and (subject to review and no reasonable objection by the Representatives as described in Section 7(a) of this Agreement) file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; provided, however, that the Representatives’ consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “Noteholders”) (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a11(a) of the Act and Rule 158 of the Commission with respect to the Notes. (d) The Company and the Issuer will furnish to the Representatives copies an electronic copy of each of the Registration Statement (at least one copy to be delivered to the Representatives will be signed and will include all documents and exhibits thereto or incorporated by reference therein)Statement, the Preliminary Prospectus, the ProspectusProspectus and any other Disclosure Materials, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably requestavailable. (e) The Company and the Issuer will assist the Underwriters in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate and will continue to assist the Underwriters in maintaining such qualifications in effect so long as required for the distribution; provided, however, that neither the Company nor the Issuer shall be required to qualify to do business in any jurisdiction where it is now not qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of process. (f) If filing of the Preliminary Prospectus or the Prospectus is required under Rule 424(b) of the Commission, the Company and the Issuer will file the Preliminary Prospectus or the Prospectus, properly completed, and any supplement thereto, pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representatives of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus (as defined below) to the extent such filing is required by Rule 433(d) of the Act. (g) The Company and the Issuer will cause the Indenture to be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Covenants of the Company and the Issuer. Upon or otherwise in contemplation of the execution of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree with the several Underwriters: (a) The Company and the Issuer will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions and allowances, if any, and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments to the Registration Statement as in effect with respect to the Notes, or any amendments or supplements to the Preliminary Prospectus or the Prospectus, without the Representatives’ prior consent (which consent shall not be unreasonably withheld or delayed); the Company and the Issuer will immediately advise the Representatives and their counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a Preliminary Prospectus or a Prospectus relating to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Preliminary Prospectus or the Prospectus to comply with the Act or the Rules and RegulationsAct, the Company and the Issuer will promptly prepare and (subject to review and no reasonable objection by the Representatives as described in Section 7(a) of this Agreement) file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; provided, however, that the Representatives’ consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “Noteholders”) (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a11(a) of the Act and Rule 158 of the Commission with respect to the Notes. (d) The Company and the Issuer will furnish to the Representatives copies an electronic copy of each of the Registration Statement (at least one copy to be delivered to the Representatives will be signed and will include all documents and exhibits thereto or incorporated by reference therein)Statement, the Preliminary Prospectus, the ProspectusProspectus and any other Disclosure Materials, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably requestavailable. (e) The Company and the Issuer will assist the Underwriters in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate and will continue to assist the Underwriters in maintaining such qualifications in effect so long as required for the distribution; provided, however, that neither the Company nor the Issuer shall be required to qualify to do business in any jurisdiction where it is now not qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of process. (f) If filing of the Preliminary Prospectus or the Prospectus is required under Rule 424(b) of the Commission, the The Company and the Issuer have filed or will file the Preliminary Prospectus or and the Prospectus, as applicable, properly completed, and any supplement thereto, pursuant to Rule 424(h) or Rule 424(b) ), as applicable, within the prescribed time period and have provided or will provide evidence satisfactory to the Representatives of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii18(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus (as defined below) to the extent such filing is required by Rule 433(d) of the Act. (g) The Company and the Issuer will cause the Indenture to be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Covenants of the Company and the Issuer. Upon or otherwise in contemplation of the execution of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree with the several Underwriters: (a) The Company and the Issuer will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions and allowances, if any, and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments to the Registration Statement as in effect with respect to the Notes, or any amendments or supplements to the Preliminary Prospectus or the Prospectus, without the Representatives’ prior consent (which consent shall not be unreasonably withheld or delayed); the Company and the Issuer will immediately advise the Representatives and their counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a Preliminary Prospectus or a Prospectus relating to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Preliminary Prospectus or the Prospectus to comply with the Act or the Rules and Regulations, the Company and the Issuer will promptly prepare and (subject to review and no reasonable objection by the Representatives as described in Section 7(a) of this Agreement) file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; provided, however, that the Representatives’ consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “Noteholders”) (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a11(a) of the Act and Rule 158 of the Commission with respect to the Notes. (d) The Company and the Issuer will furnish to the Representatives copies an electronic copy of each of the Registration Statement (at least one copy to be delivered to the Representatives will be signed and will include all documents and exhibits thereto or incorporated by reference therein)Statement, the Preliminary Prospectus, the ProspectusProspectus and any other Disclosure Materials, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably requestavailable. (e) The Company and the Issuer will assist the Underwriters in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate and will continue to assist the Underwriters in maintaining such qualifications in effect so long as required for the distribution; provided, however, that neither the Company nor the Issuer shall be required to qualify to do business in any jurisdiction where it is now not qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of process. (f) If filing of the Preliminary Prospectus or the Prospectus is required under Rule 424(b) of the Commission, the Company and the Issuer will file the Preliminary Prospectus or the Prospectus, properly completed, and any supplement thereto, pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representatives of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus to the extent such filing is required by Rule 433(d) of the Act. (g) The Company and the Issuer will cause the Indenture to be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Covenants of the Company and the Issuer. Upon or otherwise in contemplation of the execution of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree with the several Underwriters: (a) The Company and the Issuer will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions and allowances, if any, and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments to the Registration Statement as in effect with respect to the Notes, or any amendments or supplements to the Preliminary Prospectus or the Prospectus, without the Representatives’ ' prior consent (which consent shall not be unreasonably withheld or delayed); the Company and the Issuer will immediately advise the Representatives and their counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a Preliminary Prospectus or a Prospectus relating to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Preliminary Prospectus or the Prospectus to comply with the Act or the Rules and Regulations, the Company and the Issuer will promptly prepare and (subject to review and no reasonable objection by the Representatives as described in Section 7(a) of this Agreement) file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; provided, however, that the Representatives’ ' consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “"Noteholders”") (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a) of the Act and Rule 158 of the Commission with respect to the Notes. (d) The Company and the Issuer will furnish to the Representatives copies an electronic copy of each of the Registration Statement (at least one copy to be delivered to the Representatives will be signed and will include all documents and exhibits thereto or incorporated by reference therein)Statement, the Preliminary Prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably requestavailable. (e) The Company and the Issuer will assist the Underwriters in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate and will continue to assist the Underwriters in maintaining such qualifications in effect so long as required for the distribution; provided, however, that neither the Company nor the Issuer shall be required to qualify to do business in any jurisdiction where it is now not qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of process. (f) If filing of the Preliminary Prospectus or the Prospectus is required under Rule 424(b) of the Commission, the Company and the Issuer will file the Preliminary Prospectus or the Prospectus, properly completed, and any supplement thereto, pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representatives of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus to the extent such filing is required by Rule 433(d) of the Act. (g) The Company and the Issuer will cause the Indenture to be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “"Trust Indenture Act”").

Covenants of the Company and the Issuer. Upon or otherwise in contemplation of the execution of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree with the several UnderwritersUnderwriter: (a) The Company and the Issuer will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters Underwriter from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions and allowances, if any, and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments to the Registration Statement as in effect with respect to the Notes, or any amendments or supplements to the Preliminary Prospectus or the Prospectus, without the Representatives’ Underwriter’s prior consent (which consent shall not be unreasonably withheld or delayed); the Company and the Issuer will immediately advise the Representatives Underwriter and their its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a Preliminary Prospectus or a Prospectus relating to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Preliminary Prospectus or the Prospectus to comply with the Act or the Rules and RegulationsAct, the Company and the Issuer will promptly prepare and (subject to review and no reasonable objection by the Representatives Underwriter as described in Section 7(a) of this Agreement) file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; provided, however, that the Representatives’ Underwriter’s consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “Noteholders”) (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a11(a) of the Act and Rule 158 of the Commission with respect to the Notes. (d) The Company and the Issuer will furnish to the Representatives copies Underwriter an electronic copy of each of the Registration Statement (at least one copy to be delivered to the Representatives will be signed and will include all documents and exhibits thereto or incorporated by reference therein)Statement, the Preliminary Prospectus, the ProspectusProspectus and any other Disclosure Materials, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably requestavailable. (e) The Company and the Issuer will assist the Underwriters Underwriter in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives Underwriter may designate and will continue to assist the Underwriters Underwriter in maintaining such qualifications in effect so long as required for the distribution; provided, however, that neither the Company nor the Issuer shall be required to qualify to do business in any jurisdiction where it is now not qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of process. (f) If filing of the Preliminary Prospectus or the Prospectus is required under Rule 424(b) of the Commission, the The Company and the Issuer have filed or will file the Preliminary Prospectus or and the Prospectus, as applicable, properly completed, and any supplement thereto, pursuant to Rule 424(h) or Rule 424(b) ), as applicable, within the prescribed time period and have provided or will provide evidence satisfactory to the Representatives Underwiter of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii18(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus (as defined below) to the extent such filing is required by Rule 433(d) of the Act. (g) The Company and the Issuer will cause the Indenture to be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Covenants of the Company and the Issuer. Upon the execution of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree with the several Underwriters: (a) The Company and the Issuer will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions and allowances, if any, and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments to the Registration Statement as in effect with respect to the Notes, or any amendments or supplements to the Preliminary Prospectus or the Prospectus, without the Representatives’ Representative's prior consent (which consent shall not be unreasonably withheld or delayed); the Company and the Issuer will immediately advise the Representatives Representative and their its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, effective and (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a Preliminary Prospectus or a Prospectus relating to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Preliminary Prospectus or the Prospectus to comply with the Act or the Rules and Regulations, the Company and the Issuer will promptly prepare and (subject to review and no reasonable objection by the Representatives Representative as described in Section 7(a) of this Agreement)) file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; provided, however, that the Representatives’ Representative's consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement8. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “"Noteholders”") (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a) of the Act and Rule 158 of the Commission with respect to the Notes. (d) The Company and the Issuer will furnish to the Representatives Representative copies of the Registration Statement (at least one copy to be delivered to the Representatives Representative will be signed and will include all documents and exhibits thereto or incorporated by reference therein), the Preliminary Prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives Representative may reasonably request. (e) The Company and the Issuer will assist the Underwriters in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives Representative may designate and will continue to assist the Underwriters in maintaining such qualifications in effect so long as required for the distribution; provided, however, that neither the Company nor the Issuer shall be required to qualify to do business in any jurisdiction where it is now not qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of process. (f) If filing of the Preliminary Prospectus or the Prospectus is required under Rule 424(b) of the Commission, the Company and the Issuer will file the Preliminary Prospectus or the Prospectus, properly completed, and any supplement thereto, pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representatives Representative of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus to the extent such filing is required by Rule 433(d) of the Act. (g) The Company and the Issuer will cause the Indenture to be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “"Trust Indenture Act”").

Covenants of the Company and the Issuer. Upon the execution Each of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree Issuer covenants with the several Underwriterseach Underwriter as follows: (a) The Company To furnish to each of the Representatives and their counsel, without charge, signed copies of the Issuer will prepare a Prospectus Supplement setting forth Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to each of the amount Underwriters during the period mentioned in Section 6(e) or 6(f) hereof, as many copies of Notes covered thereby and the terms thereof not otherwise specified in Time of Sale Prospectus, the Prospectus, the price at which the Notes are to be purchased any documents incorporated by the Underwriters from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions reference therein (excluding exhibits thereto or incorporated by reference therein) and allowances, if any, any supplements and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments thereto or to the Registration Statement as in effect with respect to the NotesRepresentatives may reasonably request. (b) Before amending or supplementing the Registration Statement, or any amendments or supplements to the Preliminary Time of Sale Prospectus or the Prospectus, without to furnish to the Representatives’ prior consent (Representatives a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which consent shall not 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 unreasonably withheld or delayed); the Company and the filed pursuant to such Rule. The Issuer will immediately advise notify the Representatives immediately, and their counsel (i) when confirm the notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effectivein writing, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after if the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent becomes the issuance subject of any such order or communication and to obtain as soon as possible its lifting, if issueda proceeding under Section 8A of the Securities Act in connection with this offering. (bc) IfTo furnish to 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 Issuer and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object. (d) Not to take any action that would result in an Underwriter, or the Company or the Issuer, 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 such Underwriter that such 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 any a time when a Preliminary the Prospectus or a Prospectus relating is not yet available to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Preliminary Time of Sale Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if 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 at any time to amend or supplement the Preliminary Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, 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 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 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 (the “Delivery Period”), 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 under which they were made 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 reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with the Act or the Rules and Regulationsapplicable law, the Company and the Issuer will promptly prepare and (subject forthwith to review and no reasonable objection by the Representatives as described in Section 7(a) of this Agreement) prepare, file with the CommissionCommission and furnish, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; providedat its own expense, however, that the Representatives’ consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “Noteholders”) (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a) of the Act Underwriters and Rule 158 of the Commission with respect to the Notes. dealers (d) The Company whose names and addresses the Issuer Representatives will furnish to the Company) to which Securities may have been sold by the Representatives copies 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 under which they were made 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) During the Delivery Period to advise each Underwriter, promptly after it receives notice thereof, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement (at least one copy to be delivered or the Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Representatives will be signed and will include all documents and exhibits thereto Securities or incorporated by reference therein)suspending any such qualification, the Preliminary Prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably requestpromptly use its commercially reasonable efforts to obtain its withdrawal. (eh) The Company To use its reasonable best efforts to qualify the Securities for offer and the Issuer will assist the Underwriters in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the securities or Blue Sky laws of such jurisdictions as the Representatives may designate you shall reasonably request and will continue to assist the Underwriters in maintaining maintain such qualifications in effect so long as required for to complete the distributiondistribution of the Securities; provided, however, provided that neither in no event shall the Company nor or the Issuer shall be required obligated to file any general consent to service of process or to qualify to do business as a foreign corporation or as a dealer in securities in any jurisdiction where it is now not so qualified or to take any action which would subject it to general or unlimited service of process taxation in any jurisdiction in which where it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of processotherwise so subject. (fi) If filing To make generally available to the Company’s security holders and to the Representatives as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Preliminary Prospectus or Company occurring after the Prospectus is required under Rule 424(bdate of this Agreement which shall satisfy the provisions of Section 11(a) of the Commission, the Company Securities Act and the Issuer will file the Preliminary Prospectus or the Prospectus, properly completed, rules and any supplement thereto, pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representatives regulations of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus to the extent such filing is required by Rule 433(d) of the Actthereunder. (gj) The Company will use its best efforts to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2022, and, unless the board of directors of the Company determines otherwise, use its best efforts to remain qualified for taxation as a REIT thereafter. (k) The Company and the Issuer will cooperate with the Underwriters and use their best efforts to permit the Securities to be eligible for clearance, settlement and trading through the facilities of DTC. (l) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all expenses incident to the performance of its obligations and the obligations of the Issuer under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the 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 free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and the Issuer 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), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove 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 thereon, (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 6(h) hereof, including filing fees and the reasonable 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) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by FINRA which shall not exceed $10,000; (v) the cost of the preparation, issuance and delivery of the Securities, (vii) the costs and expenses of the Company and the Issuer 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 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 Company, travel and lodging expenses of the representatives and officers of the Company and the Issuer and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show, (viii) the document production charges and expenses associated with printing this Agreement, (ix) the fees and expenses of any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture to be qualified pursuant and the Securities, (x) the fees of any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) under the 1934 Act), and (xi) all other costs and expenses incident to the Trust Indenture Act performance of 1939the obligations of the Company and the Issuer hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as amended provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 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 by them, any advertising expenses connected with any offers they may make, one-half of the cost of any aircraft chartered in connection with the road show, any lodging, commercial airfare and other expenses attributable to employees of the Underwriters (including in connection with the “Trust Indenture Act”road show), and other expenses incurred by the Underwriters on their own behalf in connection with presentations to prospective purchasers of the Securities. (m) 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 or the Issuer or warrants to purchase or otherwise acquire debt securities of the Company or the Issuer substantially similar to the Securities (other than (i) the Securities, (ii) in connection with the Exchange Offers (as defined in the Prospectus Supplement), (iii) commercial paper issued in the ordinary course of business or (iv) securities or warrants permitted with the prior written consent of the Representatives). (n) To 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 the form consented to by the Representatives included as Schedule III hereto, and 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 Securities.

Covenants of the Company and the Issuer. Upon the execution of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree with the several Underwriters: (a) The Company and the Issuer will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions and allowances, if any, and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments to the Registration Statement as in effect with respect to the Notes, or any amendments or supplements to the Preliminary Prospectus or the Prospectus, without the Representatives’ Representative’s prior consent (which consent shall not be unreasonably withheld or delayed); the Company and the Issuer will immediately advise the Representatives Representative and their its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a Preliminary Prospectus or a Prospectus relating to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Preliminary Prospectus or the Prospectus to comply with the Act or the Rules and Regulations, the Company and the Issuer will promptly prepare and (subject to review and no reasonable objection by the Representatives Representative as described in Section 7(a) of this Agreement) file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; provided, however, that the Representatives’ Representative’s consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “Noteholders”) (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a) of the Act and Rule 158 of the Commission with respect to the Notes. (d) The Company and the Issuer will furnish to the Representatives Representative copies of the Registration Statement (at least one copy to be delivered to the Representatives Representative will be signed and will include all documents and exhibits thereto or incorporated by reference therein), the Preliminary Prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives Representative may reasonably request. (e) The Company and the Issuer will assist the Underwriters in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives Representative may designate and will continue to assist the Underwriters in maintaining such qualifications in effect so long as required for the distribution; provided, however, that neither the Company nor the Issuer shall be required to qualify to do business in any jurisdiction where it is now not qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of process. (f) If filing of the Preliminary Prospectus or the Prospectus is required under Rule 424(b) of the Commission, the Company and the Issuer will file the Preliminary Prospectus or the Prospectus, properly completed, and any supplement thereto, pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representatives Representative of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus to the extent such filing is required by Rule 433(d) of the Act. (g) The Company and the Issuer will cause the Indenture to be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Covenants of the Company and the Issuer. Upon the execution Each of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree Issuer covenants with the several Underwriterseach Underwriter as follows: (a) The Company To furnish to each of the Representatives and their counsel, without charge, signed copies of the Issuer will prepare a Prospectus Supplement setting forth Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to each of the amount Underwriters during the period mentioned in Section 6(e) or 6(f) hereof, as many copies of Notes covered thereby and the terms thereof not otherwise specified in Time of Sale Prospectus, the Prospectus, the price at which the Notes are to be purchased any documents incorporated by the Underwriters from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions reference therein (excluding exhibits thereto or incorporated by reference therein) and allowances, if any, any supplements and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments thereto or to the Registration Statement as in effect with respect to the NotesRepresentatives may reasonably request. (b) Before amending or supplementing the Registration Statement, or any amendments or supplements to the Preliminary Time of Sale Prospectus or the Prospectus, without to furnish to the Representatives’ prior consent (Representatives a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which consent shall not 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 unreasonably withheld or delayed); the Company and the filed pursuant to such Rule. The Issuer will immediately advise notify the Representatives immediately, and their counsel (i) when confirm the notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effectivein writing, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after if the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent becomes the issuance subject of any such order or communication and to obtain as soon as possible its lifting, if issueda proceeding under Section 8A of the Securities Act in connection with this offering. (bc) IfTo furnish to 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 Issuer and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object. (d) Not to take any action that would result in an Underwriter, or the Company or the Issuer, 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 such Underwriter that such 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 any a time when a Preliminary the Prospectus or a Prospectus relating is not yet available to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Preliminary Time of Sale Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if 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 at any time to amend or supplement the Preliminary Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, 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 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 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 (the “Delivery Period”), 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 under which they were made 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 reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with the Act or the Rules and Regulationsapplicable law, the Company and the Issuer will promptly prepare and (subject forthwith to review and no reasonable objection by the Representatives as described in Section 7(a) of this Agreement) prepare, file with the CommissionCommission and furnish, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; providedat its own expense, however, that the Representatives’ consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “Noteholders”) (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a) of the Act Underwriters and Rule 158 of the Commission with respect to the Notes. dealers (d) The Company whose names and addresses the Issuer Representatives will furnish to the Company) to which Securities may have been sold by the Representatives copies 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 under which they were made 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) During the Delivery Period to advise each Underwriter, promptly after it receives notice thereof, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement (at least one copy to be delivered or the Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Representatives will be signed and will include all documents and exhibits thereto Securities or incorporated by reference therein)suspending any such qualification, the Preliminary Prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably requestpromptly use its commercially reasonable efforts to obtain its withdrawal. (eh) The Company To use its reasonable best efforts to qualify the Securities for offer and the Issuer will assist the Underwriters in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the securities or Blue Sky laws of such jurisdictions as the Representatives may designate you shall reasonably request and will continue to assist the Underwriters in maintaining maintain such qualifications in effect so long as required for to complete the distributiondistribution of the Securities; provided, however, provided that neither in no event shall the Company nor or the Issuer shall be required obligated to file any general consent to service of process or to qualify to do business as a foreign corporation or as a dealer in securities in any jurisdiction where it is now not so qualified or to take any action which would subject it to general or unlimited service of process taxation in any jurisdiction in which where it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of processotherwise so subject. (fi) If filing To make generally available to the Company’s security holders and to the Representatives as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Preliminary Prospectus or Company occurring after the Prospectus is required under Rule 424(bdate of this Agreement which shall satisfy the provisions of Section 11(a) of the Commission, the Company Securities Act and the Issuer will file the Preliminary Prospectus or the Prospectus, properly completed, rules and any supplement thereto, pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representatives regulations of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus to the extent such filing is required by Rule 433(d) of the Actthereunder. (gj) The Company will use its best efforts to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2024, and, unless the board of directors of the Company determines otherwise, use its best efforts to remain qualified for taxation as a REIT thereafter. (k) The Company and the Issuer will cooperate with the Underwriters and use their best efforts to permit the Securities to be eligible for clearance, settlement and trading through the facilities of DTC. (l) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all expenses incident to the performance of its obligations and the obligations of the Issuer under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the 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 free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and the Issuer 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), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove 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 thereon, (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 6(h) hereof, including filing fees and the reasonable 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) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by FINRA which shall not exceed $10,000; (v) the cost of the preparation, issuance and delivery of the Securities, (vii) the costs and expenses of the Company and the Issuer 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 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 Company, travel and lodging expenses of the representatives and officers of the Company and the Issuer and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show, (viii) the document production charges and expenses associated with printing this Agreement, (ix) the fees and expenses of any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture to be qualified pursuant and the Securities, (x) the fees of any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) under the 1934 Act), and (xi) all other costs and expenses incident to the Trust Indenture Act performance of 1939the obligations of the Company and the Issuer hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as amended provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 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 by them, any advertising expenses connected with any offers they may make, one-half of the cost of any aircraft chartered in connection with the road show, any lodging, commercial airfare and other expenses attributable to employees of the Underwriters (including in connection with the “Trust Indenture Act”road show), and other expenses incurred by the Underwriters on their own behalf in connection with presentations to prospective purchasers of the Securities. (m) 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 or the Issuer or warrants to purchase or otherwise acquire debt securities of the Company or the Issuer substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives). (n) To 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 the form consented to by the Representatives included as Schedule III hereto, and 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 Securities.

Covenants of the Company and the Issuer. Upon or otherwise in contemplation of the execution of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree with the several Underwriters: (a) The Company and the Issuer will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions and allowances, if any, and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments to the Registration Statement as in effect with respect to the Notes, or any amendments or supplements to the Preliminary Prospectus or the Prospectus, without the Representatives’ prior consent (which consent shall not be unreasonably withheld or delayed); the Company and the Issuer will immediately advise the Representatives and their counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a Preliminary Prospectus or a Prospectus relating to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Preliminary Prospectus or the Prospectus to comply with the Act or the Rules and Regulations, the Company and the Issuer will promptly prepare and (subject to review and no reasonable objection by the Representatives as described in Section 7(a) of this Agreement) file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; provided, however, that the Representatives’ consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “Noteholders”) (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a11(a) of the Act and Rule 158 of the Commission with respect to the Notes. (d) The Company and the Issuer will furnish to the Representatives copies an electronic copy of each of the Registration Statement (at least one copy to be delivered to the Representatives will be signed and will include all documents and exhibits thereto or incorporated by reference therein)Statement, the Preliminary Prospectus, the ProspectusProspectus and any other Time of Sale Information, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably requestavailable. (e) The Company and the Issuer will assist the Underwriters in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate and will continue to assist the Underwriters in maintaining such qualifications in effect so long as required for the distribution; provided, however, that neither the Company nor the Issuer shall be required to qualify to do business in any jurisdiction where it is now not qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of process. (f) If filing of the Preliminary Prospectus or the Prospectus is required under Rule 424(b) of the Commission, the Company and the Issuer will file the Preliminary Prospectus or the Prospectus, properly completed, and any supplement thereto, pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representatives of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus to the extent such filing is required by Rule 433(d) of the Act. (g) The Company and the Issuer will cause the Indenture to be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Covenants of the Company and the Issuer. Upon the execution Each of the applicable Terms Agreement, the Company and the Issuer, jointly and severally, covenant and agree covenants with the several Underwriterseach Underwriter as follows: (a) The Company To furnish to each of the Representatives and their counsel, without charge, signed copies of the Issuer will prepare a Prospectus Supplement setting forth Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to each of the amount Underwriters during the period mentioned in Section 6(e) or 6(f) hereof, as many copies of Notes covered thereby and the terms thereof not otherwise specified in Time of Sale Prospectus, the Prospectus, the price at which the Notes are to be purchased any documents incorporated by the Underwriters from the Issuer, the initial public offering price at which the Notes are to be sold, the selling concessions reference therein (excluding exhibits thereto or incorporated by reference therein) and allowances, if any, any supplements and such other information as the Company and the Issuer deem appropriate in connection with the offering of the Notes, but the Company and the Issuer will not file any amendments thereto or to the Registration Statement as in effect with respect to the NotesRepresentatives may reasonably request. (b) Before amending or supplementing the Registration Statement, or any amendments or supplements to the Preliminary Time of Sale Prospectus or the Prospectus, without to furnish to the Representatives’ Representatives a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representatives reasonably object, and to file with the Commission prior consent (which consent shall not to the Closing Date and within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be unreasonably withheld or delayed); the Company and the filed pursuant to such Rule. The Issuer will immediately advise notify the Representatives immediately, and their counsel (i) when confirm the notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effectivein writing, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes, or of any prevention or suspension of the use of the Preliminary Prospectus or the Prospectus, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as practicable after if the Company or the Issuer is advised thereof, and will use its reasonable efforts to prevent becomes the issuance subject of any such order or communication and to obtain as soon as possible its lifting, if issueda proceeding under Section 8A of the Securities Act in connection with this offering. (bc) IfTo furnish to 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 Issuer and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object. (d) Not to take any action that would result in an Underwriter, or the Company or the Issuer, 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 such Underwriter that such 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 any a time when a Preliminary the Prospectus or a Prospectus relating is not yet available to the Notes is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act), prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Preliminary Time of Sale Prospectus or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if 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 at any time to amend or supplement the Preliminary Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, 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 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 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 (the “Delivery Period”), 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 under which they were made 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 reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with the Act or the Rules and Regulationsapplicable law, the Company and the Issuer will promptly prepare and (subject forthwith to review and no reasonable objection by the Representatives as described in Section 7(a) of this Agreement) prepare, file with the CommissionCommission and furnish, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; providedat its own expense, however, that the Representatives’ consent to any amendment shall not constitute a waiver of any of the conditions of Section 8 of this Agreement. (c) The Company will cause the Issuer to make generally available to the holders of the Notes (the “Noteholders”) (the sole Noteholder being the applicable clearing agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11 (a) of the Act Underwriters and Rule 158 of the Commission with respect to the Notes. dealers (d) The Company whose names and addresses the Issuer Representatives will furnish to the Company) to which Securities may have been sold by the Representatives copies 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 under which they were made 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) During the Delivery Period to advise each Underwriter, promptly after it receives notice thereof, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement (at least one copy to be delivered or the Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Representatives will be signed and will include all documents and exhibits thereto Securities or incorporated by reference therein)suspending any such qualification, the Preliminary Prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably requestpromptly use its commercially reasonable efforts to obtain its withdrawal. (eh) The Company To use its reasonable best efforts to qualify the Securities for offer and the Issuer will assist the Underwriters in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the securities or Blue Sky laws of such jurisdictions as the Representatives may designate you shall reasonably request and will continue to assist the Underwriters in maintaining maintain such qualifications in effect so long as required for to complete the distributiondistribution of the Securities; provided, however, provided that neither in no event shall the Company nor or the Issuer shall be required obligated to file any general consent to service of process or to qualify to do business as a foreign corporation or as a dealer in securities in any jurisdiction where it is now not so qualified or to take any action which would subject it to general or unlimited service of process taxation in any jurisdiction in which where it is now not subject to service of process or to file a general consent to service of process in any jurisdiction in which it is now not subject to service of processotherwise so subject. (fi) If filing To make generally available to the Company’s security holders and to the Representatives as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Preliminary Prospectus or Company occurring after the Prospectus is required under Rule 424(bdate of this Agreement which shall satisfy the provisions of Section 11(a) of the Commission, the Company Securities Act and the Issuer will file the Preliminary Prospectus or the Prospectus, properly completed, rules and any supplement thereto, pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representatives regulations of such timely filing. If received in a timely manner in compliance with Section 17(b)(iii) of this Agreement, the Company and the Issuer will file with the Commission any Underwriter Free Writing Prospectus to the extent such filing is required by Rule 433(d) of the Actthereunder. (gj) The Company will use its best efforts to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2024, and, unless the board of directors of the Company determines otherwise, use its best efforts to remain qualified for taxation as a REIT thereafter. (k) The Company and the Issuer will cooperate with the Underwriters and use their best efforts to permit the Securities to be eligible for clearance, settlement and trading through the facilities of DTC. (l) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all expenses incident to the performance of its obligations and the obligations of the Issuer under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the 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 free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and the Issuer 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), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove 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 thereon, (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 6(h) hereof, including filing fees and the reasonable 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) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by FINRA which shall not exceed $10,000; (v) the cost of the preparation, issuance and delivery of the Securities, (vii) the costs and expenses of the Company and the Issuer 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 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 Company, travel and lodging expenses of the representatives and officers of the Company and the Issuer and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show, (viii) the document production charges and expenses associated with printing this Agreement, (ix) the fees and expenses of any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture to be qualified pursuant and the Securities, (x) the fees of any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) under the 1934 Act), and (xi) all other costs and expenses incident to the Trust Indenture Act performance of 1939the obligations of the Company and the Issuer hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as amended provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 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 by them, any advertising expenses connected with any offers they may make, one-half of the cost of any aircraft chartered in connection with the road show, any lodging, commercial airfare and other expenses attributable to employees of the Underwriters (including in connection with the “Trust Indenture Act”road show), and other expenses incurred by the Underwriters on their own behalf in connection with presentations to prospective purchasers of the Securities. (m) 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 or the Issuer or warrants to purchase or otherwise acquire debt securities of the Company or the Issuer substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives). (n) To 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 the form consented to by the Representatives included as Schedule III hereto, and 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 Securities.