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

Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, further agree: (a) To 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; that they will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company 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 Notes; and the Company 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 the Representative may reasonably request. The Company 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) The Company will deliver, without charge, (i) to the Representative, if requested, two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter (A) 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 (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto) and each Issuer Free Writing Prospectus as the Representative 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 Notes as in the opinion of counsel for the Underwriters a prospectus relating to the Notes 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 Notes by any Underwriter or dealer.

Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, Guarantors further agree: (a) To file advise the final Prospectus Initial Purchasers promptly of any proposal to amend or supplement the Offering Memorandum and not to effect any such amendment or supplement without the consent of the Initial Purchasers, which consent shall not be unreasonably withheld. If, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact required to be stated therein or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, to promptly notify the Initial Purchasers and prepare, subject to the first sentence of this Section 3(a), such amendment or supplement as may be necessary to correct such untrue statement or omission. (b) To furnish to the Initial Purchasers and to Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Initial Purchasers, copies of the Preliminary Offering Memorandum and the Offering Memorandum (and all amendments and supplements thereto), in each case, as soon as available and in such quantities as the Initial Purchasers reasonably request for internal use and for distribution to prospective purchasers; and to furnish to the Initial Purchasers on the date hereof four copies of the Offering Memorandum signed by duly authorized officers of the Company, one of which will include the Accountants’ reports therein manually signed by such Accountants. The Company and the Guarantors will pay the expenses of printing and distributing to the Initial Purchasers all such documents. (c) Promptly from time to time to take such action as the Initial Purchasers may reasonably request from time to time, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Initial Purchasers may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions in the United States for as long as may be necessary to complete the resale of the Securities; provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or otherwise subject itself to taxation in any jurisdiction in which it is not otherwise so qualified or subject. (d) For a period of two years following the First Delivery Date, to furnish to the Initial Purchasers upon request copies of all materials furnished by the Company to its stockholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act; provided, however, that the Company shall not be required to provide the Initial Purchasers with any such reports or similar forms that have been filed with the Commission by electronic transmission pursuant to XXXXX. (e) To apply the proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Offering Memorandum. (f) For a period of 90 days from the date of the Offering Memorandum, not to directly or indirectly, (1) announce an offering of any debt securities of the Company (other than the offering contemplated by this Agreement) or directly or indirectly offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of), any debt securities of the Company (other than the Securities), any shares of Common Stock or any securities convertible into or exchangeable for Common Stock or substantially similar securities (other than the Securities, the Conversion Shares and Common Stock and options or other rights to acquire Common Stock, to be issued in the ordinary course (A) under the Company’s existing director or employee benefit plans, stock option plans or other employee compensation plans existing on the date hereof, (B) pursuant to currently outstanding options, warrants or rights or (C) under any employee stock purchase plan, director or employee stock option plan or other employee benefit plan adopted by the Company after the date hereof, provided that, in the case of this clause (C), (x) no such plan becomes effective earlier than March 2004 and (y) no shares of Common Stock are actually issued pursuant to such plans or pursuant to options issued under such plans during such 90-day period) or sell or grant options, warrants or rights with respect to any shares of Common Stock or securities convertible into or exchangeable for (other than the grant of options, warrants or rights pursuant to option plans existing on the date hereof or otherwise permitted as provided above) or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any shares of Common Stock or any securities convertible into or exchangeable for Common Stock or substantially similar securities, whether any such transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of the Representative; and to cause each executive officer and director of the Company to furnish to the Initial Purchasers, on the date hereof, a letter substantially in the form of Annex A hereto, pursuant to which each such person shall agree not to, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of), any shares of Common Stock beneficially owned, deemed to be beneficially owned, or in the future acquired by each such person for a period of 90 days from the date of the Offering Memorandum, except as otherwise provided in the letter, without the prior written consent of the Representative. (g) For so long as any of the Securities are “restricted securities” within the time periods specified by meaning of Rule 424(b144(a)(3) and Rule 430A, 430B or 430C under the Securities Act; that they will file , to provide to any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under holder of the Securities Act; and will file promptly all reports and or to any definitive proxy prospective purchaser of the Securities designated by any holder, upon request of such holder or prospective purchaser, information statements required to be filed provided by Rule 144A(d)(4) of the Securities Act if, at the time of such request, the Company with is not subject to the Commission pursuant to reporting requirements under Section 13(a), 13(c), 14 13 or 15(d) of the Exchange Act subsequent Act. (h) To ensure that each of the Securities and the Conversion Shares will bear, to the date extent applicable, the legend contained in the Offering Memorandum under the caption “Notice to Investors” for the time period and upon the other terms stated therein, except after the Securities are resold pursuant to a registration statement effective under the Securities Act. (i) During the period of two years after the First Delivery Date or any Option Delivery Date, if later, the Company will not, and will not permit any of its Affiliates to resell any of the Prospectus CODES or the Conversion Shares, which constitute “restricted securities” within the meaning of Rule 144(a)(3) of the Exchange Act, that have been reacquired by any of them. (j) Not to, and will cause its respective Affiliates not to, sell, offer for so long sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the delivery Securities Act) in a transaction that could be integrated with the sale of the Securities in a prospectus manner that would require the registration under the Securities Act of the Securities. (k) To take such steps as shall be necessary to ensure that neither the Company nor any of its subsidiaries shall become an “investment company” within the meaning of such term under the Investment Company Act. (l) That none of the Company or any of its Affiliates will take, directly or indirectly, any action which is required designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the offering or sale of the Notes; Securities. (m) To execute and deliver the Indenture and the Company will furnish copies Registration Rights Agreement in form and substance reasonably satisfactory to the Representative. (n) To use its best efforts to cause the Securities to be accepted for clearance and settlement through the facilities of DTC. (o) To use its best efforts to assist the Initial Purchasers in arranging to cause the Securities to be accepted to trade in the PORTAL market (“PORTAL”) of the Prospectus and each Issuer Free Writing Prospectus National Association of Securities Dealers, Inc. (“NASD”). (p) To use its best efforts to have the extent not previously delivered) to Conversion Shares approved by 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 the Representative may reasonably request. The Company will pay the registration fees Stock Exchange (“NYSE”) 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 listing prior to the Closing Dateeffectiveness of the initial Registration Statement. (bq) The Company will deliver, without charge, (i) to the Representative, if requested, two signed copies That none of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and Company or any of its Affiliates or any other person acting on its or their behalf (ii) to each Underwriter (A) a conformed copy of other than the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the Prospectus Delivery Period (as defined below)Initial Purchasers, as many copies of the Prospectus (including all amendments and supplements theretoto which no covenant is given) and each Issuer Free Writing Prospectus as the Representative may reasonably request. As used hereinwill solicit offers for, or offer or sell, the term “Prospectus Delivery Period” Securities by means such period of time after any form of general solicitation or general advertising within the first date meaning of the public offering Rule 502(c) of the Notes as in the opinion of counsel for the Underwriters a prospectus relating to the Notes 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 Notes by any Underwriter or dealer.Regulation D.

Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, further Guarantors agree: (a) To prepare the Offering Memorandum in a form approved by Xxxxxx Brothers Inc. (b) To advise the Initial Purchasers promptly of any proposal to amend or supplement the Offering Memorandum and not to effect any such amendment or supplement without the consent of the Initial Purchasers. If, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, to promptly notify the Initial Purchasers and prepare, subject to the first sentence of this Section 3(b), such amendment or supplement as may be necessary to correct such untrue statement or omission. (c) To furnish promptly to the Initial Purchasers and to Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Initial Purchasers, copies of the Offering Memorandum (and all amendments and supplements thereto), as soon as available and in such quantities as the Initial Purchasers reasonably request for internal use and for distribution to prospective purchasers; and to furnish to the Initial Purchasers on the date hereof one copy of the Offering Memorandum signed by duly authorized officers of the Company, one of which will include the independent auditors' reports therein manually signed by such independent auditors. The Company will pay the expenses of printing and distributing to the Initial Purchasers all such documents. (d) For a period of two years following the Closing Date, to furnish to the Initial Purchasers, to the extent such information is not freely available on the Internet, copies of all materials furnished by the Company to its security holders. (e) Promptly from time to time to take such action as Xxxxxx Brothers Inc. may reasonably request to qualify the Securities for the non-public offering and sale under the securities laws of such jurisdictions as Xxxxxx Brothers Inc. may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, file a general consent to service of process in any jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is otherwise not subject or register the final Prospectus Securities for public trading other than pursuant to the Registration Rights Agreement. (f) For a period of 180 days from the date hereof, not to, directly or indirectly, announce an offering of, or file a registration statement with, the Commission relating to any debt securities issued or guaranteed by the Company or any of the Guarantors (other than the offering and the Exchange Offer contemplated by this Agreement), or offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of) any debt securities issued or guaranteed by the Company or any of the Guarantors (other than the Securities and the Exchange Securities), or substantially similar securities or sell or grant options, warrants or rights with respect to any debt securities issued or guaranteed by the Company or any of the Guarantors, in each case without the prior written consent of Xxxxxx Brothers Inc. (g) To use its best efforts to assist the Initial Purchasers in arranging to cause the Securities to be accepted to trade in the PORTAL market ("PORTAL") of the National Association of Securities Dealers, Inc. ("NASD"). (h) To apply the proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Offering Memorandum. (i) Not to take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation of, the price of any security of the Company or any of the Guarantors in connection with the Commission offering of the Securities. (j) To use its best efforts to cause the Securities to be accepted for clearance and settlement through the facilities of DTC. (k) To execute and deliver the Registration Rights Agreement in form and substance reasonably satisfactory to Xxxxxx Brothers Inc. (l) For so long as any of the Securities are "restricted securities" within the time periods specified by meaning of Rule 424(b144(a)(3) and Rule 430A, 430B or 430C under the Securities Act; that they will file , to provide to any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under holder of the Securities Act; and will file promptly all reports and or to any definitive proxy prospective purchaser of the Securities designated by any holder, upon request of such holder or prospective purchaser, information statements required to be filed provided by Rule 144A(d)(4) of the Securities Act if, at the time of such request, the Company with is not subject to the Commission pursuant to reporting requirements under Section 13(a), 13(c), 14 13 or 15(d) of the Exchange Act subsequent to the date Act. (m) To ensure that each of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes; and the Company Securities will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (bear, to the extent not previously delivered) applicable, the legend contained in the Offering Memorandum under the caption "Notice 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 the Representative may reasonably request. The Company will pay the registration fees Investors" for this offering within the time period required by Rule 456(b)(1)(i) and upon the other terms stated therein, except after the Securities are resold pursuant to a registration statement effective under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing DateAct. (bn) The Company will deliver, without charge, (i) to Except following the Representative, if requested, two signed copies effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as originally filed the case may be, not to, and each amendment theretowill cause its Affiliates not to, in each case including all exhibits and consents filed therewith; and (ii) solicit any offer to each Underwriter (A) a conformed copy buy or offer to sell the Securities by means of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the Prospectus Delivery Period any form of general solicitation or general advertising (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto) and each Issuer Free Writing Prospectus as the Representative may reasonably request. As those terms are used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Notes as in the opinion of counsel for the Underwriters a prospectus relating to the Notes is required by law to be delivered (or required to be delivered but for Rule 172 Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (o) Not to, and will cause its Affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) in a transaction that could be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Securities Act. (p) None of the Company, the Affiliates of the Company nor any person acting on its or their behalf (other than the Initial Purchasers in connection with sales this Agreement) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and each of the Notes by any Underwriter Company, the Affiliates of the Company and each person acting on its or dealer.their behalf (other than the Initial Purchasers in connection with this Agreement) will comply with the offering restrictions of Regulation S.

Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severally, further agreeseverally covenant and agree with each Underwriter that: (a) To The Company and the Guarantors 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; that they , will file any Issuer Free Writing Prospectus (including the Pricing Term SheetSheet referred to in Schedule 4 hereto) to the extent required by Rule 433 under the Securities Act; and the Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company 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 NotesSecurities; and the Company 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.A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representative you may reasonably request. The Company 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) The Unless such documents are publicly available on the Commission’s Electronic Data Gathering, Analysis, and Retrieval (XXXXX) system, the Company will deliver, without charge, (i) to the Representative, if requested, two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter (Ai) 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 (Bii) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements theretothereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representative 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 Notes Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Notes 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 Notes Securities by any Underwriter or dealer.

Further Agreements of the Company and the Guarantors. The Each of the Company and the Guarantors agrees with each of the Guarantors, jointly and severally, further agreeseveral Underwriters: (a) To file the final Prospectus with advise you promptly and, if requested by you, to confirm such advice in writing, (i) of any request by the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; that they will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) for amendments to the extent required by Rule 433 under Registration Statement or amendments or supplements to the Securities Act; and will file promptly all reports and any definitive proxy Prospectus or information statements required to be filed by the Company with the Commission pursuant to Section 13(a)for additional information, 13(c), 14 or 15(d(ii) of the Exchange Act subsequent to issuance by the date Commission of any stop order suspending the effectiveness of the Prospectus and Registration Statement or of the suspension of qualification of the Shares for so long as the delivery of a prospectus is required in connection with the offering or sale in any jurisdiction, or the initiation of any proceeding for such purposes, (iii) when any amendment to the Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the Notes; and happening of any event during the period referred to in Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will furnish copies use its best efforts to obtain the withdrawal or lifting of such order at 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 earliest possible time, on the business day next succeeding the date of this Agreement in such quantities as the Representative may reasonably request. The Company 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) The Company will deliverto furnish to each of the Underwriters and counsel for the Underwriters, without charge, (i) to the Representative, if requested, two four signed copies of the Registration Statement as originally filed with the Commission, and each amendment theretothereto filed with the Commission, in each case including all consents and exhibits and consents filed therewith; and to deliver promptly without charge to the Underwriters such number of the following documents as the Underwriters may from time to time reasonably request: (iii) to each Underwriter (A) a conformed copy copies of the Registration Statement as originally filed with the Commission and each amendment thereto, thereto (in each case including all excluding exhibits other than this Agreement, the Indenture and consents filed therewith the computation of the ratio of earnings to fixed charges) and (Bii) during each Preliminary Prospectus, the Prospectus Delivery Period and any amended or supplemented Prospectus; (as defined below), as many copies c) if the delivery of a prospectus is required at any time in connection with the sale of the Prospectus (including all amendments Securities and supplements thereto) and each Issuer Free Writing Prospectus if at such time any events shall have occurred as the Representative may reasonably request. As used hereina result of which, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Notes as in the opinion of counsel for the Underwriters, the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if for any other reason it shall be necessary or advisable at such time to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act or with a request from the Commission, to notify the Underwriters immediately thereof, and to promptly prepare and file with the Commission an amended Prospectus or a prospectus relating supplement to the Notes Prospectus that will correct such statement or omission or effect such compliance; (d) as soon as practicable to make generally available to the Company's security holders and to deliver to the Underwriters an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (e) for so long as the Securities are outstanding, to furnish to you as soon as available a copy of each report or other publicly available information of the Company furnished by the Company to the Trustee or filed with the Commission and such other publicly available information as you may reasonably request concerning the Company and its subsidiaries; (f) to promptly take from time to time such actions as the Underwriters may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Underwriters may reasonably request; provided that the Company and its subsidiaries shall not be -------- obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (g) for a period of 180 days from the date of the Prospectus, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its subsidiaries (other than the Securities) without the prior written consent of CSI; (h) not to, for so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is required by law to be delivered (or is required to be delivered registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but for Rule 172 under the Securities Actnot registered thereunder; (i) in connection with sales the offering of the Notes Securities, until CSI on behalf of the Underwriters shall have notified the Company of the completion of the distribution of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities; (j) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Underwriters; (k) to furnish to each of the Underwriters on the date hereof a copy of the independent accountants' report included in Registration Statement signed by the accountants rendering such report; (l) to do and perform all things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its best efforts to satisfy all conditions precedent on its part to the delivery of the Securities; (m) to not take any Underwriter action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture; (n) to not take any action prior to the Closing Date that would require the Prospectus to be amended or dealersupplemented pursuant to Section 4(d); (o) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordi- nary course of business and consistent with the past practices of the Company and of which the Underwriters are notified), without the prior written consent of the Underwriters, unless in the judgment of the Company and its counsel, and after notification to the Underwriters, such press release or communication is required by law; and (p) to apply the net proceeds from the sale of the Securities as set forth in the Prospectus under the heading "Use of Proceeds".

Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, Guarantors further agree: (a) To file advise the final Prospectus Representatives promptly of any proposal to amend or supplement the Offering Memorandum and not to effect any such amendment or supplement without the consent of the Representatives, which consent shall not be unreasonably withheld. If, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, to promptly notify the Representatives and prepare, subject to the first sentence of this Section 4(a), such amendment or supplement as may be necessary to correct such untrue statement or omission. (b) To furnish to the Initial Purchasers and to Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Initial Purchasers, copies of the Preliminary Offering Memorandum and the Offering Memorandum (and all amendments and supplements thereto), in each case, as soon as available and in such quantities as the Initial Purchasers reasonably request for internal use and for distribution to prospective purchasers; and to furnish to the Initial Purchasers on the date hereof four copies of the Offering Memorandum signed by duly authorized officers of the Company, one of which will include the Accountants’ reports therein manually signed by the Accountants. The Company and the Guarantors will pay the expenses of printing and distributing to the Initial Purchasers all such documents. (c) Promptly to take such action as the Initial Purchasers may reasonably request from time to time, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Initial Purchasers may request and to comply with such laws so as to permit the Commission continuance of sales and dealings therein in such jurisdictions in the United States for as long as may be necessary to complete the resale of the Securities; provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or otherwise subject itself to taxation in any jurisdiction in which it is not otherwise so qualified or subject. (d) To apply the proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Offering Memorandum. (e) For a period of 90 days from the date the Securities are issued, not to directly or indirectly announce an offering of any debt securities of the Company (other than the offering contemplated by this Agreement) or directly or indirectly offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of), any debt securities of the Company (other than the Securities and the Exchange Securities), without the prior written consent of Xxxxxx Brothers Inc. (f) For so long as any of the Securities are “restricted securities” within the time periods specified by meaning of Rule 424(b144(a)(3) and Rule 430A, 430B or 430C under the Securities Act; that they will file , to provide to any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under holder of the Securities Act; and will file promptly all reports and or to any definitive proxy prospective purchaser of the Securities designated by any holder, upon request of such holder or prospective purchaser, information statements required to be filed provided by Rule 144A(d)(4) of the Securities Act if, at the time of such request, the Company with is not subject to the Commission pursuant to reporting requirements under Section 13(a), 13(c), 14 13 or 15(d) of the Exchange Act subsequent Act. (g) To ensure that each of the Securities will bear, to the date extent applicable, the legend contained in the Offering Memorandum under the caption “Notice to Investors” for the time period and upon the other terms stated therein, except after the Securities are resold pursuant to a registration statement effective under the Securities Act. (h) Except following the effectiveness of any Registration Statement, not to, and will cause its respective Affiliates not to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Prospectus Securities Act. (i) Not to, and will cause its respective Affiliates not to, sell, offer for so long sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the delivery Securities Act) in a transaction that could be integrated with the sale of the Securities in a prospectus manner that would require the registration under the Securities Act of the Securities. (j) To take such steps as shall be necessary to ensure that neither the Company nor any of its subsidiaries shall become an “investment company” within the meaning of such term under the Investment Company Act. (k) That none of the Company or any of its Affiliates will take, directly or indirectly, any action which is required designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the offering or sale of the Notes; Securities. (l) To execute and deliver the Indenture and the Company will furnish copies Registration Rights Agreement in form and substance reasonably satisfactory to Xxxxxx Brothers Inc. (m) To use its best efforts to cause the Securities to be accepted for clearance and settlement through the facilities of DTC. (n) To use its best efforts to assist the Initial Purchasers in arranging to cause the Securities to be accepted to trade in the PORTAL market (“PORTAL”) of the Prospectus and each Issuer Free Writing Prospectus National Association of Securities Dealers, Inc. (“NASD”). (o) That none of the Company or any of its Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the extent not previously deliveredSecurities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) to the Underwriters of Regulation D or in New York City prior to 10:00 a.m., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representative may reasonably request. The Company will pay the registration fees for this any manner involving a public offering within the time period required by Rule 456(b)(1)(i) under meaning of Regulation S, and all such persons will comply with the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date. (b) The Company will deliver, without charge, (i) to the Representative, if requested, two signed copies offering restrictions requirements of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter (A) 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 (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto) and each Issuer Free Writing Prospectus as the Representative 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 Notes as in the opinion of counsel for the Underwriters a prospectus relating to the Notes 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 Notes by any Underwriter or dealer.Regulation S.

Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, Guarantors further agree: (a) To file advise the final Prospectus Initial Purchasers promptly of any proposal to amend or supplement the Offering Memorandum and not to effect any such amendment or supplement without the consent of the Initial Purchasers. If, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, to promptly notify the Initial Purchasers and prepare, subject to the first sentence of this Section 3(a), such amendment or supplement as may be necessary to correct such untrue statement or omission. (b) To furnish to the Initial Purchasers and to Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Initial Purchasers, copies of the Preliminary Offering Memorandum and the Offering Memorandum (and all amendments and supplements thereto), in each case, as soon as available and in such quantities as the Initial Purchasers reasonably request for internal use and for distribution to prospective purchasers; and to furnish to the Initial Purchasers on the date hereof four copies of the Offering Memorandum signed by duly authorized officers of the Company, one of which will include the independent auditors' reports therein manually signed by such independent auditors. The Company will pay the expenses of printing and distributing to the Initial Purchasers all such documents. (c) Promptly from time to time to take such action as the Initial Purchasers may reasonably request from time to time, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Initial Purchasers may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions in the United States for as long as may be necessary to complete the resale of the Securities; provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or otherwise subject itself to taxation in any jurisdiction in which it is not otherwise so qualified or subject. (d) For a period of two years following the First Delivery Date, to furnish to the Initial Purchasers upon request copies of all materials furnished by the Company to its stockholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act; provided, however, that the Company shall not be required to provide the Initial Purchasers with any such reports or similar forms that have been filed with the Commission by electronic transmission pursuant to XXXXX. (e) To apply the proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Offering Memorandum. (f) For a period of 90 days from the date hereof, not to directly or indirectly, (1) announce an offering of any debt securities of the Company (other than the offering contemplated by this Agreement) or directly or indirectly, offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of), any debt securities of the Company (other than the Securities), any shares of Common Stock or any securities convertible into or exchangeable for Common Stock or substantially similar securities (other than the Securities, the Conversion Shares and Common Stock to be issued in the ordinary course (A) under the Company's existing director or employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof, (B) pursuant to currently outstanding options, warrants or rights or (C) under any employee stock purchase plan, director or employee stock option plan or other employee benefit plan adopted by the Company after the date hereof, provided that (x) no such plan becomes effective earlier than January 2002 and (y) no shares of Common Stock are actually issued pursuant to such plans or pursuant to options issued under such plans during such 90-day period) or sell or grant options, warrants or rights with respect to any shares of Common Stock or securities convertible into or exchangeable for (other than the grant of options, warrants or rights pursuant to option plans existing on the date hereof or otherwise permitted as provided above) or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of Xxxxxx Brothers Inc.; and to cause each executive officer and director of the Company to furnish to the Initial Purchasers, on or prior to the First Delivery Date, a letter substantially in the form of Annex A hereto, pursuant to which each such person shall agree not to, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of), any shares of Common Stock beneficially owned, deemed to be beneficially owned, or in the future acquired by each such person for a period of 90 days from the date hereof, except as otherwise provided in the letter, without the prior written consent of Xxxxxx Brothers. (g) For so long as any of the Securities are "restricted securities" within the time periods specified by meaning of Rule 424(b144(a)(3) and Rule 430A, 430B or 430C under the Securities Act; that they will file , to provide to any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under holder of the Securities Act; and will file promptly all reports and or to any definitive proxy prospective purchaser of the Securities designated by any holder, upon request of such holder or prospective purchaser, information statements required to be filed provided by Rule 144A(d)(4) of the Securities Act if, at the time of such request, the Company with is not subject to the Commission pursuant to reporting requirements under Section 13(a), 13(c), 14 13 or 15(d) of the Exchange Act subsequent Act. (h) To ensure that each of the Securities and the Conversion Shares will bear, to the date extent applicable, the legend contained in the Offering Memorandum under the caption "Notice to Investors" for the time period and upon the other terms stated therein, except after the Securities are resold pursuant to a registration statement effective under the Securities Act. (i) Except following the effectiveness of any Registration Statement, not to, and will cause its respective Affiliates not to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Prospectus Securities Act. (j) Not to, and will cause its respective Affiliates not to, sell, offer for so long sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the delivery Securities Act) in a transaction that could be integrated with the sale of the Securities in a prospectus manner that would require the registration under the Securities Act of the Securities. (k) To take such steps as shall be necessary to ensure that neither the Company nor any of its subsidiaries shall become an "investment company" within the meaning of such term under the Investment Company Act. (l) None of the Company or any of its Affiliates will take, directly or indirectly, any action which is required designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the offering or sale of the Notes; Securities. (m) To execute and deliver the Indenture and the Company will furnish copies Registration Rights Agreement in form and substance satisfactory to Xxxxxx Brothers Inc. (n) To use its best efforts to cause the Securities to be accepted for clearance and settlement through the facilities of DTC. (o) To use its best efforts to assist the Initial Purchasers in arranging to cause the Securities to be accepted to trade in the PORTAL market ("PORTAL") of the Prospectus and each Issuer Free Writing Prospectus National Association of Securities Dealers, Inc. ("NASD"). (p) To use its best efforts to have the extent not previously delivered) to Conversion Shares approved by 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 the Representative may reasonably request. The Company will pay the registration fees Stock Exchange ("NYSE") 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 listing prior to the Closing Date. (b) The Company will deliver, without charge, (i) to the Representative, if requested, two signed copies effectiveness of the initial Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter (A) 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 (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto) and each Issuer Free Writing Prospectus as the Representative 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 Notes as in the opinion of counsel for the Underwriters a prospectus relating to the Notes 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 Notes by any Underwriter or dealerStatement.

Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severally, further agreeseverally covenant and agree with each Underwriter that: (a) To The Company 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; that they , will file any Issuer Free Writing Prospectus (including the Pricing Term SheetSheet in the form of Annex C hereto) to the extent required by Rule 433 under the Securities Act; and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company 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 Notes; and the Company 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.A.M., New York City time, on the business day next second Business Day succeeding the date of this Agreement in such quantities as the Representative Representatives may reasonably request. The Company 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) The Company will deliver, without charge, (i) to the Representative, if requestedRepresentatives, two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewiththerewith and documents incorporated by reference therein; and (ii) to each Underwriter (A) 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 (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements theretothereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representative Representatives 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 Notes as in the opinion of counsel for the Underwriters a prospectus relating to the Notes 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 Notes by any Underwriter or dealer.

Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, further Guarantors agree: (a) To prepare the Offering Memorandum in a form approved by Xxxxxx Brothers Inc. (b) To advise the Initial Purchasers promptly of any proposal to amend or supplement the Offering Memorandum and not to effect any such amendment or supplement without the consent of the Initial Purchasers. If, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, to promptly notify the Initial Purchasers and prepare, subject to the first sentence of this Section 3(b), such amendment or supplement as may be necessary to correct such untrue statement or omission. (c) To furnish promptly to the Initial Purchasers and to Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Initial Purchasers, copies of the Preliminary Offering Memorandum and the Offering Memorandum (and all amendments and supplements thereto), as soon as available and in such quantities as the Initial Purchasers reasonably request for internal use and for distribution to prospective purchasers; and to furnish to the Initial Purchasers on the date hereof one copy of the Offering Memorandum signed by duly authorized officers of the Company, one of which will include the independent auditors' reports therein manually signed by such independent auditors. The Company will pay the expenses of printing and distributing to the Initial Purchasers all such documents. (d) For a period of two years following the Closing Date, to furnish to the Initial Purchasers, to the extent such information is not freely available on the Internet, copies of all materials furnished by the Company to its security holders. (e) Promptly from time to time to take such action as Xxxxxx Brothers Inc. may reasonably request to qualify the Securities for the non-public offering and sale under the securities laws of such jurisdictions as Xxxxxx Brothers Inc. may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, file a general consent to service of process in any jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is otherwise not subject or register the final Prospectus Securities for public trading other than pursuant to the Registration Rights Agreement. (f) For a period of 180 days from the date hereof, not to, directly or indirectly, announce an offering of, or file a registration statement with, the Commission relating to any debt securities issued or guaranteed by the Company or any of the Guarantors (other than the offering and the Exchange Offer contemplated by this Agreement), or offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of) any debt securities issued or guaranteed by the Company or any of the Guarantors (other than the Securities and the Exchange Securities), or substantially similar securities or sell or grant options, warrants or rights with respect to any debt securities issued or guaranteed by the Company or any of the Guarantors, in each case without the prior written consent of Xxxxxx Brothers Inc. (g) To use its best efforts to assist the Initial Purchasers in arranging to cause the Securities to be accepted to trade in the PORTAL market ("PORTAL") of the National Association of Securities Dealers, Inc. ("NASD"). (h) To apply the proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Offering Memorandum. (i) Not to take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation of, the price of any security of the Company or any of the Guarantors in connection with the Commission offering of the Securities. (j) To use its best efforts to cause the Securities to be accepted for clearance and settlement through the facilities of DTC. (k) To execute and deliver the Indenture in form and substance reasonably satisfactory to Xxxxxx Brothers Inc. and the Registration Rights Agreement. (l) For so long as any of the Securities are "restricted securities" within the time periods specified by meaning of Rule 424(b144(a)(3) and Rule 430A, 430B or 430C under the Securities Act; that they will file , to provide to any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under holder of the Securities Act; and will file promptly all reports and or to any definitive proxy prospective purchaser of the Securities designated by any holder, upon request of such holder or prospective purchaser, information statements required to be filed provided by Rule 144A(d)(4) of the Securities Act if, at the time of such request, the Company with is not subject to the Commission pursuant to reporting requirements under Section 13(a), 13(c), 14 13 or 15(d) of the Exchange Act subsequent to the date Act. (m) To ensure that each of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes; and the Company Securities will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (bear, to the extent not previously delivered) applicable, the legend contained in the Offering Memorandum under the caption "Notice 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 the Representative may reasonably request. The Company will pay the registration fees Investors" for this offering within the time period required by Rule 456(b)(1)(i) and upon the other terms stated therein, except after the Securities are resold pursuant to a registration statement effective under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing DateAct. (bn) The Company will deliver, without charge, (i) to Except following the Representative, if requested, two signed copies effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as originally filed the case may be, not to, and each amendment theretowill cause its Affiliates not to, in each case including all exhibits and consents filed therewith; and (ii) solicit any offer to each Underwriter (A) a conformed copy buy or offer to sell the Securities by means of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the Prospectus Delivery Period any form of general solicitation or general advertising (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto) and each Issuer Free Writing Prospectus as the Representative may reasonably request. As those terms are used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Notes as in the opinion of counsel for the Underwriters a prospectus relating to the Notes is required by law to be delivered (or required to be delivered but for Rule 172 Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (o) Not to, and will cause its Affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) in a transaction that could be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Securities Act. (p) None of the Company, the Affiliates of the Company nor any person acting on its or their behalf (other than the Initial Purchasers in connection with sales this Agreement) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and each of the Notes by any Underwriter Company, the Affiliates of the Company and each person acting on its or dealer.their behalf (other than the Initial Purchasers in connection with this Agreement) will comply with the offering restrictions of Regulation S.