Common use of Further Agreements of the Company and the Guarantor Clause in Contracts

Further Agreements of the Company and the Guarantor. The Company and the Guarantor jointly and severally covenant and agree with each Underwriter that: (a) The Company and the Guarantor will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet referred to in Schedule 3 hereto) to the extent required by Rule 433 under the Securities Act; and the Company and the Guarantor will file promptly all reports and any definitive proxy or information statements required to be filed by the Company or the Guarantor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; and the Company and the Guarantor will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as you may reasonably request. The Company or the Guarantor will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date. (b) Unless such documents are publicly available on the Commission’s Electronic Data Gathering, Analysis, and Retrieval (XXXXX) system, the Company or the Guarantor will deliver, without charge, to each Underwriter (i) a conformed copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and (ii) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as you may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.

Further Agreements of the Company and the Guarantor. The Each of the Company and the Guarantor Guarantor, jointly and severally covenant severally, covenants and agree agrees with each Underwriter that: (a) The Company and the Guarantor will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, and will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet referred to in Schedule 3 hereto) to the extent required by Rule 433 under the Securities Act; and the Company and the Guarantor will file promptly all reports and any definitive proxy or information statements required to be filed by the Company or the Guarantor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; and the Company and the Guarantor will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the second business day next succeeding after the date of this Agreement in such quantities as you the Representative may reasonably request. The Company or the Guarantor will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date. (b) Unless such documents are publicly available on the Commission’s Electronic Data Gathering, Analysis, and Retrieval (XXXXX) system, the The Company or the Guarantor will deliver, without charge, to each Underwriter (i) a to the Representative, two conformed copy copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith documents incorporated by reference therein; and (ii) to each Underwriter (A) as many copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and documents incorporated by reference therein and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference thereinthereto) and each Issuer Free Writing Prospectus as you they may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.

Further Agreements of the Company and the Guarantor. The Each of the Company and the Guarantor Guarantor, jointly and severally covenant severally, covenants and agree agrees with each Underwriter and the Independent Underwriter that: (a) The Company and the Guarantor will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet referred to in Schedule 3 hereto) to the extent required by Rule 433 under the Securities Act; and the Company and the Guarantor will file promptly all reports and any definitive proxy or information statements required to be filed by the Company or the Guarantor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; and the Company and the Guarantor will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the second business day next succeeding after the date of this Agreement in such quantities as you the Representative may reasonably request. The Company or and the Guarantor will pay file the registration fees for Rule 462 Registration Statement, if necessary, with the Commission by 10:00 A.M., New York City time, on the second business day after the date of this offering within Agreement and, at the time period required by of filing, either pay to the Commission the filing fee for the Rule 456(b)(1)(i462 Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing DateAct. (b) Unless such documents are publicly available on the Commission’s Electronic Data Gathering, Analysis, and Retrieval (XXXXX) system, the The Company or the Guarantor will deliver, without charge, to each Underwriter (i) a to the Representative, two conformed copy copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith documents incorporated by reference therein; and (ii) to each Underwriter and the Independent Underwriter (A) as many copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and documents incorporated by reference therein and (B) during the Prospectus Delivery Period (as defined below)Period, as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference thereinthereto) and each Issuer Free Writing Prospectus as you they may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.