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

Covenants of the Issuer and the Company. The Issuer and the Company, jointly and severally, covenant with each Initial Purchaser as follows: (a) To furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the second business day next succeeding the date of this Agreement and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Time of Sale Memorandum or the Final Memorandum, to furnish to you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object. (c) To furnish to you a copy of each proposed Additional Written Offering Communication (other than those identified on Schedule II hereto) to be prepared by or on behalf of, used by, or referred to by the Issuer and the Company and not to use or refer to any such proposed Additional Written Offering Communication to which you reasonably object. (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Time of Sale Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers and to any dealer upon request, either amendments or supplements to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law. (e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (f) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request provided, however, that nothing contained herein shall require the Company or any of its subsidiaries to qualify to do business in any jurisdiction, to execute a general consent to service of process in any state or to subject itself to taxation in any jurisdiction in which it is otherwise not so subject. (g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under the Transaction Documents, including: the fees, disbursements and expenses of counsel to the Issuer and the Company and accountants of the Issuer and the Company in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred to by the Issuer and the Company and any amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, in the quantities herein above specified, all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, 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(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, provided that such fees and disbursements shall not exceed $5,000, any fees charged by rating agencies for the rating of the Securities, the costs and charges of the Trustee and any transfer agent, registrar or depositary, the cost of the preparation, issuance and delivery of the Securities, the costs and expenses of the Issuer and the Company 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 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 Issuer and the Company, the travel and lodging expenses of the representatives and officers of the Issuer and the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, the document production charges and expenses associated with printing this Agreement and all other cost and expenses incident to the performance of the obligations of the Issuer and the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 10, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, their expenses in connection with any road show (including travel and lodging), transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (h) Neither the Company nor any of its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities. (i) To furnish you with any proposed General Solicitation to be made by the Company or on its behalf before its use, and not to make or use any proposed General Solicitation without your prior written consent. (j) While any of the Securities remain “restricted securities” within the meaning of the Securities Act, to make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) None of the Company or any of its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities; and the Company and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will comply with the offering restrictions requirement of Regulation S. (l) During the period of one year after the Closing Date, the Company will not, and will not permit any of its subsidiaries to, and it will use its commercially reasonable efforts to not permit any of its other affiliates (as defined in Rule 144 under the Securities Act) to resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them. (m) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. (n) The Company will deliver to each Initial Purchaser (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certification. Each of the Issuer and the Company also agree that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. on behalf of the Initial Purchasers, it will not, and the Company agrees that it will not permit any of its subsidiaries to, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt securities, or warrants to purchase debt securities, of the Issuer or the Company that are substantially similar to the Securities (other than the sale of the Securities under this Agreement).

Covenants of the Issuer and the Company. The Issuer and the Company, Company jointly and severally, severally covenant with each Initial Purchaser Underwriter as follows: (a) To furnish A. The Company will use commercially reasonable efforts to you in New York Citycause the Registration Statement, without chargeif not effective at the Applicable Time, prior to 10:00 a.m. New York City time on the second business day next succeeding the date of this Agreement and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Time of Sale Memorandum or the Final Memorandumamendment thereto, to furnish to you a copy become effective. Immediately following the execution of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object. (c) To furnish to you a copy of each proposed Additional Written Offering Communication (other than those identified on Schedule II hereto) to be prepared by or on behalf ofTerms Agreement, used by, or referred to by the Issuer and the Company will prepare a final prospectus supplement to be included in the Final Prospectus setting forth the principal amount of Securities covered thereby and their terms not otherwise specified in the Indenture, the names of the Underwriters and the principal amount of Securities which each severally has agreed to use or refer purchase, the names of the Representatives, the price at which the Securities are to be purchased by the Underwriters from the Issuer, the initial public offering price, the selling concession and reallowance, if any, any delayed delivery arrangements, and such proposed Additional Written Offering Communication other information as the Representatives and the Issuer and the Company reasonably deem necessary in connection with the offering of the Securities. Following the completion of the offering, the Company will promptly transmit copies of the Final Prospectus to which you reasonably objectthe Commission for filing pursuant to Rule 424(b) of the Regulations. (d) B. If at any time when a prospectus is required by the Time 1933 Act to be delivered in connection with sales of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances, not misleading, or ifnecessary, in the opinion of counsel for the Initial PurchasersUnderwriters or counsel for the Issuer and the Company, to further amend or supplement the Disclosure Package or the Final Prospectus in order that the Disclosure Package or the Final Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in the light of circumstances existing at the time it is necessary delivered to a purchaser or if it shall be necessary, in the opinion of either such counsel, at any such time to amend or supplement the Time of Sale Memorandum Registration Statement, the Disclosure Package or the Final Prospectus in order to comply with applicable lawthe requirements of the 1933 Act or the Regulations, forthwith to the Issuer and the Company will promptly prepare and furnishfile with the Commission such amendment or supplement, at whether by filing documents pursuant to the 1934 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and the Disclosure Package comply with such requirements. C. With respect to each sale of Securities, the Company will make generally available to its own expensesecurity holders and to the Representatives as soon as practicable earnings statements of the Company that will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 of the Regulations. D. From the date of a Terms Agreement, and for so long as a prospectus is required by the 1933 Act to be delivered in connection with the sale of Securities covered by such Terms Agreement, the Company will give the Representatives notice of its intention to file any documents amending or supplementing the Registration Statement, the Disclosure Package or the Final Prospectus, whether pursuant to the 1934 Act, the 1933 Act or otherwise, and will furnish them with copies of any such proposed amendment or supplement or other documents proposed to be filed a reasonable time in advance of filing and will provide the Representatives the opportunity to review and comment on such documents. E. From the date of a Terms Agreement, and for so long as a prospectus is required by the 1933 Act to be delivered in connection with the sale of Securities covered by such Terms Agreement, the Company will notify the Representatives immediately, and confirm the notice in writing, (i) of the effectiveness of any amendment to the Registration Statement, (ii) of the mailing or the delivery to the Commission for filing of any supplement to the Final Prospectus or any document to be filed pursuant to the 1934 Act which will be incorporated by reference into the Final Prospectus, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement, the Disclosure Package, the Final Prospectus or any prospectus supplement related thereto, (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Disclosure Package or the Final Prospectus or for additional information relating to the offering of the Securities, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and (vi) the commencement or threat of any Section 8A proceeding against the Issuer or the Company in connection with the Securities. The Issuer and the Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the Initial Purchasers and to any dealer upon request, either amendments or supplements lifting thereof as soon as practicable. F. The Company will deliver to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light Representatives a conformed copy of the circumstances when delivered Registration Statement, any documents incorporated by reference therein (unless such documents are available on the “XXXXX” website), and each amendment thereto for each of the Underwriters. So long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, the Company will deliver to a prospective purchaser, be misleading or so that the Time Representatives as many copies of Sale Memorandum, any Preliminary Prospectus and the Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable lawthe Representatives may reasonably request. (e) If, during such period after G. The Issuer and the date hereof and prior to Company will arrange for the date on which all qualification of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (f) To endeavor to qualify the Securities for offer offering and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request the Representatives, after consultation with the Issuer and the Company, may collectively designate and will maintain such qualifications in effect so long as required for the distribution of the Securities, provided, however, that nothing contained herein shall require neither the Issuer nor the Company or shall be obligated to file any of its subsidiaries to qualify to do business in any jurisdiction, to execute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any state jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise not so subject. (g) Whether or not H. The Company, during the transactions contemplated in this Agreement are consummated or this Agreement period when the Final Prospectus is terminated, to pay or cause required to be paid all expenses incident to the performance of its obligations delivered under the Transaction Documents1933 Act, including: will file promptly all documents required to be filed with the feesCommission pursuant to Section 13 or 14 of the 1934 Act. I. Between the date of any Terms Agreement and the Closing Time, disbursements and expenses of counsel to neither the Issuer nor the Company will, without the prior consent of the Representatives, offer or sell, or enter into any agreement to sell, any debt securities of the Issuer or the Company with a maturity of more than one year, including additional Securities. X. The Issuer, the Company and the Representatives will prepare a final term sheet containing only a description of the Securities, in a form agreed between the Issuer, the Company and the Representatives, and the Company and accountants will file such term sheet pursuant to Rule 433(d) under the 1933 Act within the time required by such rule (such term sheet, the “Final Term Sheet”). K. Each of the Issuer and the Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, and each Representative represents that it has not made, and agrees that, unless it obtains the prior written consent of the Issuer, it will not make, any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in connection Rule 405 of the 1933 Act) required to be filed with the issuance and sale Commission or retained by the Company under Rule 433 of the Securities and all other fees or expenses in connection with 1933 Act; provided that the preparation prior written consent of the Preliminary MemorandumIssuer, the Time Company and the Representatives hereto shall be deemed to have been given in respect of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred Free Writing Prospectuses included in Annex A to the Terms Agreement. Any such free writing prospectus consented to by the Issuer and Issuer, the Company and any amendments and supplements the Representatives is hereinafter referred to any of the foregoing, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, in the quantities herein above specified, all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, 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(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, provided that such fees and disbursements shall not exceed $5,000, any fees charged by rating agencies for the rating of the Securities, the costs and charges of the Trustee and any transfer agent, registrar or depositary, the cost of the preparation, issuance and delivery of the Securities, the costs and expenses a “Permitted Free Writing Prospectus.” Each of the Issuer and the Company relating to investor presentations on any “road show” undertaken in connection agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the marketing requirements of Rules 164 and 433 of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of 1933 Act applicable to any electronic road show, expenses associated with 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 Issuer and the Company, the travel and lodging expenses of the representatives and officers of the Issuer and the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, the document production charges and expenses associated with printing this Agreement and all other cost and expenses incident to the performance of the obligations of the Issuer and the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 10, the Initial Purchasers will pay all of their costs and expensesPermitted Free Writing Prospectus, including fees and disbursements of their counsel, their expenses in connection with any road show (including travel and lodging), transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (h) Neither the Company nor any of its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated timely filing with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities. (i) To furnish you with any proposed General Solicitation to be made by the Company or on its behalf before its useCommission, legending and not to make or use any proposed General Solicitation without your prior written consent. (j) While any of the Securities remain “restricted securities” within the meaning of the Securities Act, to make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) None of the Company or any of its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities; and the Company and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will comply with the offering restrictions requirement of Regulation S. (l) During the period of one year after the Closing Date, the Company will not, and will not permit any of its subsidiaries to, and it will use its commercially reasonable efforts to not permit any of its other affiliates (as defined in Rule 144 under the Securities Act) to resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them. (m) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. (n) The Company will deliver to each Initial Purchaser (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certificationrecord keeping. Each of the Issuer and the Company also agree thatconsents to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, without and (b) contains only (i) information describing the prior written consent of Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. on behalf preliminary terms of the Initial PurchasersSecurities or their offering, it will not, (ii) information permitted by Rule 134 under the 1933 Act or (iii) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet contemplated in Section 3(J) hereof. L. The Issuer and the Company agrees that it will not permit any agree to pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) of its subsidiaries to, during the period beginning 1933 Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act. M. The Issuer and the Company agree with each of the Underwriters to make all payments under this Agreement without withholding or deduction for or on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose account of any debt securitiespresent or future taxes, duties or warrants to purchase debt securities, governmental charges whatsoever imposed by any taxing jurisdiction in which the Issuer or the Company is organized or resident for tax purposes or from or through which payment is made by or on behalf of the Issuer or the Company (or, in each case, any political subdivision thereof), unless the Issuer or the Company, as the case may be, is compelled by law to deduct or withhold such taxes, duties or charges. In that are substantially similar event, the Issuer or the Company, as the case may be, shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction will equal the amounts that would have been received if no withholding or deduction has been made, except to the Securities extent that such taxes, duties or charges (a) were imposed due to some connection of an Underwriter with the applicable taxing jurisdiction other than the mere entering into of this Agreement or receipt of payments or performance of services hereunder or (b) would not have been imposed but for the failure of an Underwriter to comply with any reasonable certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the applicable taxing jurisdiction of the Underwriter if such compliance is timely requested by the Issuer or the Company and required or imposed by law as a precondition to an exemption from, or reduction in, such taxes, duties or other charges. The Issuer and the Company, jointly and severally, further agree to indemnify and hold harmless the Underwriters against any documentary, stamp, transfer, registration or similar issue tax, including any interest and penalties, on the creation, issue and sale of the Securities, and on the execution, delivery, performance and enforcement of the Transaction Documents. N. The Issuer and the Company shall (i) use their reasonable best efforts to cause the Securities, subject to notice of issuance, to be admitted to the Official List of the Irish Stock Exchange plc trading as Euronext Dublin (the “Exchange”) and admitted to trading on the Global Exchange Market (“GEM”) of the Exchange; (ii) deliver to the Exchange copies of such documents, information and undertakings as may be required in connection with obtaining such listing; and (iii) use commercially reasonable efforts to maintain such listing for as long as any of the Securities under this Agreement)are outstanding. If the Securities cease to be listed on the Exchange, the Issuer and the Company shall use their reasonable best efforts to list the Securities on another recognized stock exchange.

Covenants of the Issuer and the Company. The Issuer and the Company, jointly and severally, covenant with each Initial Purchaser as follows: (a) To furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the second business day next succeeding the date of this Agreement and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Time of Sale Memorandum or the Final Memorandum, to furnish to you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object. (c) To furnish to you a copy of each proposed Additional Written Offering Communication (other than those identified on Schedule II hereto) to be prepared by or on behalf of, used by, or referred to by the Issuer and the Company and not to use or refer to any such proposed Additional Written Offering Communication to which you reasonably object. (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Time of Sale Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers and to any dealer upon request, either amendments or supplements to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law. (e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (f) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request provided, however, that nothing contained herein shall require the Company or any of its subsidiaries to qualify to do business in any jurisdiction, to execute a general consent to service of process in any state or to subject itself to taxation in any jurisdiction in which it is otherwise not so subject. (g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under the Transaction Documents, including: the fees, disbursements and expenses of counsel to the Issuer and the Company and accountants of the Issuer and the Company in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred to by the Issuer and the Company and any amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, in the quantities herein above specified, all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, 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(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, provided that such fees and disbursements shall not exceed $5,000, any fees charged by rating agencies for the rating of the Securities, the costs and charges of the Trustee and any transfer agent, registrar or depositary, the cost of the preparation, issuance and delivery of the Securities, the costs and expenses of the Issuer and the Company 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 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 Issuer and the Company, the travel and lodging expenses of the representatives and officers of the Issuer and the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, the document production charges and expenses associated with printing this Agreement and all other cost and expenses incident to the performance of the obligations of the Issuer and the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 10, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, their expenses in connection with any road show (including travel and lodging), transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (h) Neither the Company nor any of its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities. (i) To furnish you with any proposed General Solicitation to be made by the Company or on its behalf before its use, and not to make or use any proposed General Solicitation without your prior written consent. (j) While any of the Securities remain “restricted securities” within the meaning of the Securities Act, to make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) None of the Company or any of its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities; and the Company and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will comply with the offering restrictions requirement of Regulation S. (l) During the period of one year after the Closing Date, the Company will not, and will not permit any of its subsidiaries to, and it will use its commercially reasonable efforts to not permit any of its other affiliates (as defined in Rule 144 under the Securities Act) to resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them. (m) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. (n) The Company will deliver to each Initial Purchaser (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity CustomersCustomers to the extent required, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certification. Each of the Issuer and the Company also agree that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. on behalf of the Initial Purchasers, it will not, and the Company agrees that it will not permit any of its subsidiaries to, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt securities, or warrants to purchase debt securities, of the Issuer or the Company that are substantially similar to the Securities (other than the sale of the Securities under this Agreement).

Covenants of the Issuer and the Company. The Issuer and the Company, Company jointly and severally, severally covenant with each Initial Purchaser Underwriter as follows: (a) To furnish A. The Company will use commercially reasonable efforts to you in New York Citycause the Registration Statement, without chargeif not effective at the Applicable Time, prior to 10:00 a.m. New York City time on the second business day next succeeding the date of this Agreement and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Time of Sale Memorandum or the Final Memorandumamendment thereto, to furnish to you a copy become effective. Immediately following the execution of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object. (c) To furnish to you a copy of each proposed Additional Written Offering Communication (other than those identified on Schedule II hereto) to be prepared by or on behalf ofTerms Agreement, used by, or referred to by the Issuer and the Company will prepare a final prospectus supplement to be included in the Final Prospectus setting forth the principal amount of Securities covered thereby and their terms not otherwise specified in the Indenture, the names of the Underwriters and the principal amount of Securities which each severally has agreed to use or refer purchase, the names of the Representatives, the price at which the Securities are to be purchased by the Underwriters from the Issuer, the initial public offering price, the selling concession and reallowance, if any, any delayed delivery arrangements, and such proposed Additional Written Offering Communication other information as the Representatives and the Issuer and the Company reasonably deem necessary in connection with the offering of the Securities. Following the completion of the offering, the Company will promptly transmit copies of the Final Prospectus to which you reasonably objectthe Commission for filing pursuant to Rule 424(b) of the Regulations. (d) B. If at any time when a prospectus is required by the Time 1933 Act to be delivered in connection with sales of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances, not misleading, or ifnecessary, in the opinion of counsel for the Initial PurchasersUnderwriters or counsel for the Issuer and the Company, to further amend or supplement the Disclosure Package or the Final Prospectus in order that the Disclosure Package or the Final Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in the light of circumstances existing at the time it is necessary delivered to a purchaser or if it shall be necessary, in the opinion of either such counsel, at any such time to amend or supplement the Time of Sale Memorandum Registration Statement, the Disclosure Package or the Final Prospectus in order to comply with applicable lawthe requirements of the 1933 Act or the Regulations, forthwith to the Issuer and the Company will promptly prepare and furnishfile with the Commission such amendment or supplement, at whether by filing documents pursuant to the 1934 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and the Disclosure Package comply with such requirements. C. With respect to each sale of Securities, the Company will make generally available to its own expensesecurity holders and to the Representatives as soon as practicable earnings statements of the Company that will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 of the Regulations. D. From the date of a Terms Agreement, and for so long as a prospectus is required by the 1933 Act to be delivered in connection with the sale of Securities covered by such Terms Agreement, the Company will give the Representatives notice of its intention to file any documents amending or supplementing the Registration Statement, the Disclosure Package or the Final Prospectus, whether pursuant to the 1934 Act, the 1933 Act or otherwise, and will furnish them with copies of any such proposed amendment or supplement or other documents proposed to be filed a reasonable time in advance of filing and will provide the Representatives the opportunity to review and comment on such documents. X. Xxxx the date of a Terms Agreement, and for so long as a prospectus is required by the 1933 Act to be delivered in connection with the sale of Securities covered by such Terms Agreement, the Company will notify the Representatives immediately, and confirm the notice in writing, (i) of the effectiveness of any amendment to the Registration Statement, (ii) of the mailing or the delivery to the Commission for filing of any supplement to the Final Prospectus or any document to be filed pursuant to the 1934 Act which will be incorporated by reference into the Final Prospectus, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement, the Disclosure Package, the Final Prospectus or any prospectus supplement related thereto, (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Disclosure Package or the Final Prospectus or for additional information relating to the offering of the Securities, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and (vi) the commencement or threat of any Section 8A proceeding against the Issuer or the Company in connection with the Securities. The Issuer and the Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the Initial Purchasers and to any dealer upon request, either amendments or supplements lifting thereof as soon as practicable. F. The Company will deliver to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light Representatives a conformed copy of the circumstances when delivered Registration Statement, any documents incorporated by reference therein (unless such documents are available on the “XXXXX” website), and each amendment thereto for each of the Underwriters. So long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, the Company will deliver to a prospective purchaser, be misleading or so that the Time Representatives as many copies of Sale Memorandum, any Preliminary Prospectus and the Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable lawthe Representatives may reasonably request. (e) If, during such period after G. The Issuer and the date hereof and prior to Company will arrange for the date on which all qualification of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (f) To endeavor to qualify the Securities for offer offering and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request the Representatives, after consultation with the Issuer and the Company, may collectively designate and will maintain such qualifications in effect so long as required for the distribution of the Securities, provided, however, that nothing contained herein shall require neither the Issuer nor the Company or shall be obligated to file any of its subsidiaries to qualify to do business in any jurisdiction, to execute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any state jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise not so subject. (g) Whether or not H. The Company, during the transactions contemplated in this Agreement are consummated or this Agreement period when the Final Prospectus is terminated, to pay or cause required to be paid all expenses incident to the performance of its obligations delivered under the Transaction Documents1933 Act, including: will file promptly all documents required to be filed with the feesCommission pursuant to Section 13 or 14 of the 1934 Act. I. Between the date of any Terms Agreement and the Closing Time, disbursements and expenses of counsel to neither the Issuer nor the Company will, without the prior consent of the Representatives, offer or sell, or enter into any agreement to sell, any debt securities of the Issuer or the Company with a maturity of more than one year, including additional Securities. J. The Issuer, the Company and the Representatives will prepare a final term sheet containing only a description of the Securities, in a form agreed between the Issuer, the Company and the Representatives, and the Company and accountants will file such term sheet pursuant to Rule 433(d) under the 1933 Act within the time required by such rule (such term sheet, the “Final Term Sheet”). K. Each of the Issuer and the Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, and each Representative represents that it has not made, and agrees that, unless it obtains the prior written consent of the Issuer, it will not make, any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in connection Rule 405 of the 0000 Xxx) required to be filed with the issuance and sale Commission or retained by the Company under Rule 433 of the Securities and all other fees or expenses in connection with 1933 Act; provided that the preparation prior written consent of the Preliminary MemorandumIssuer, the Time Company and the Representatives hereto shall be deemed to have been given in respect of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred Free Writing Prospectuses included in Annex A to the Terms Agreement. Any such free writing prospectus consented to by the Issuer and Issuer, the Company and any amendments and supplements the Representatives is hereinafter referred to any of the foregoing, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, in the quantities herein above specified, all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, 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(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, provided that such fees and disbursements shall not exceed $5,000, any fees charged by rating agencies for the rating of the Securities, the costs and charges of the Trustee and any transfer agent, registrar or depositary, the cost of the preparation, issuance and delivery of the Securities, the costs and expenses a “Permitted Free Writing Prospectus.” Each of the Issuer and the Company relating to investor presentations on any “road show” undertaken in connection agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the marketing requirements of Rules 164 and 433 of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of 1933 Act applicable to any electronic road show, expenses associated with 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 Issuer and the Company, the travel and lodging expenses of the representatives and officers of the Issuer and the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, the document production charges and expenses associated with printing this Agreement and all other cost and expenses incident to the performance of the obligations of the Issuer and the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 10, the Initial Purchasers will pay all of their costs and expensesPermitted Free Writing Prospectus, including fees and disbursements of their counsel, their expenses in connection with any road show (including travel and lodging), transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (h) Neither the Company nor any of its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated timely filing with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities. (i) To furnish you with any proposed General Solicitation to be made by the Company or on its behalf before its useCommission, legending and not to make or use any proposed General Solicitation without your prior written consent. (j) While any of the Securities remain “restricted securities” within the meaning of the Securities Act, to make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) None of the Company or any of its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities; and the Company and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will comply with the offering restrictions requirement of Regulation S. (l) During the period of one year after the Closing Date, the Company will not, and will not permit any of its subsidiaries to, and it will use its commercially reasonable efforts to not permit any of its other affiliates (as defined in Rule 144 under the Securities Act) to resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them. (m) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. (n) The Company will deliver to each Initial Purchaser (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certificationrecord keeping. Each of the Issuer and the Company also agree thatconsents to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, without and (b) contains only (i) information describing the prior written consent of Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. on behalf preliminary terms of the Initial PurchasersSecurities or their offering, it will not, (ii) information permitted by Rule 134 under the 1933 Act or (iii) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet contemplated in Section 3(J) hereof. L. The Issuer and the Company agrees that it will not permit any agree to pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) of its subsidiaries to, during the period beginning 1933 Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act. M. The Issuer and the Company agree with each of the Underwriters to make all payments under this Agreement without withholding or deduction for or on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose account of any debt securitiespresent or future taxes, duties or warrants to purchase debt securities, governmental charges whatsoever imposed by any taxing jurisdiction in which the Issuer or the Company is organized or resident for tax purposes or from or through which payment is made by or on behalf of the Issuer or the Company (or, in each case, any political subdivision thereof), unless the Issuer or the Company, as the case may be, is compelled by law to deduct or withhold such taxes, duties or charges. In that are substantially similar event, the Issuer or the Company, as the case may be, shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction will equal the amounts that would have been received if no withholding or deduction has been made, except to the Securities extent that such taxes, duties or charges (a) were imposed due to some connection of an Underwriter with the applicable taxing jurisdiction other than the mere entering into of this Agreement or receipt of payments or performance of services hereunder or (b) would not have been imposed but for the failure of an Underwriter to comply with any reasonable certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the applicable taxing jurisdiction of the Underwriter if such compliance is timely requested by the Issuer or the Company and required or imposed by law as a precondition to an exemption from, or reduction in, such taxes, duties or other charges. The Issuer and the Company, jointly and severally, further agree to indemnify and hold harmless the Underwriters against any documentary, stamp, transfer, registration or similar issue tax, including any interest and penalties, on the creation, issue and sale of the Securities, and on the execution, delivery, performance and enforcement of the Transaction Documents. N. The Issuer and the Company shall (i) use their reasonable best efforts to cause the Securities, subject to notice of issuance, to be admitted to the Official List of the Irish Stock Exchange plc trading as Euronext Dublin (the “Exchange”) and admitted to trading on the Global Exchange Market (“GEM”) of the Exchange; (ii) deliver to the Exchange copies of such documents, information and undertakings as may be required in connection with obtaining such listing; and (iii) use commercially reasonable efforts to maintain such listing for as long as any of the Securities are outstanding. If the Securities cease to be listed on the Exchange, the Issuer and the Company shall use their reasonable best efforts to promptly list such Securities on another recognized stock exchange that satisfies the eligibility criteria under this Agreementthe European Central Bank’s Corporate Sector Purchase Programme (CSPP).