Common use of Purchase of the Securities by the Underwriters Clause in Contracts

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I hereto at a price equal to 98.589% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13, 2015 to the Time of Delivery (as defined below) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery with respect to the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on February 13, 2015, or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Securities is referred to herein as the “Time of Delivery.” (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.071% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13August 21, 2015 2013, to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 13August 21, 20152013, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the CompanyCompany or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a purchase price equal to 98.58999.369% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)the Securities, plus accrued interest, if any, from February 13September 21, 2015 2018 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Sidley Austin LLP, Xxx Xxxxxxx Xxxxx000 0xx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 13September 21, 20152018, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the CompanyCompany or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.50% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13August 10, 2015 2020 to the Time Closing Date. The Company will not be obligated to deliver any of Delivery the Securities except upon payment for all the Securities to be purchased as provided herein. (as defined belowb) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Cravath, Swaine & Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 10:00 A.M., New York City time, on February 13August 10, 20152020, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.25% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13March 6, 2015 2012 to the Time of Delivery Closing Date (as defined below) ). The yield of the Securities is no lower than the yield recommended by RBC Capital Markets, LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Company hereby confirms its engagement of RBC Capital Markets, LLC as, and RBC Capital Markets, LLC hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of FINRA Rule 5121 (the “Purchase PriceQIU”). ) with respect to the offering and sale of the Securities. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPXxxxxx L.L.P., Xxx Xxxxxxx Xxxxx0000 Xxxxxx Xxxxxx, Xxx XxxxSuite 2500, XX 00000 Houston, Texas 77002, at 10:00 9:00 A.M., New York City local time, on February 13March 9, 20152012, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City local time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.5% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13March 12, 2015 2012 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). Tudor, Pickering, Xxxx & Co. Securities, Inc., acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) has participated in the preparation of the Preliminary Prospectus Supplement and has exercised the usual standards of due diligence with respect thereto. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Xxxxxx LLP, Xxx Xxxxxxx Xxxxx0000 Xxxxxx Xxxxxx, Xxx XxxxHouston, XX 00000 Texas 77002 at 10:00 A.M., New York City time, on February 13March 12, 20152012, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of Trustee, as custodian for The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.469% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13October 8, 2015 2009 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information and the Prospectus. Schedule 2 hereto sets forth the Time of Sale Information made available at the Time of Sale. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will shall be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 10:00 A.M., New York City time, on February 13October 8, 20152009, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, Agreement and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.75% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13October 16, 2015 2020 to the Time of Delivery (as defined below) (the “Purchase Price”)Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Each of the Company and the Guarantors understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Each of the Company and the Guarantors acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on February 13October 16, 20152020, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, Representative on the business day prior to the Time of DeliveryClosing Date. (de) The Each of the Company and the Guarantors acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters Representative or any Underwriter of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter and shall not be on behalf of the CompanyCompany or the Guarantors or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s 's name in Schedule I 1 hereto at a price equal to 98.58999.296% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)the Securities, plus accrued interest, if any, from February August 13, 2015 2020 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February August 13, 20152020, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the CompanyCompany or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.251% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13July 9, 2015 2010 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Sidley Austin LLP, Xxx 000 Xxxxxxx XxxxxXxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M.a.m., New York City time, on February 13July 9, 20152010, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, or any other person persons as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its their own independent investigation investigations and appraisal appraisals of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes fiduciary or similar duty to the Company, in connection with the transactions contemplated hereby or the process relating thereto.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount amounts of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.691% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)for the Securities, plus accrued interest, if any, from February 13May 22, 2015 2017 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Disclosure Package and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will shall be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13May 22, 20152017 (the “Closing Date”), or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Securities is referred to herein as the “Time of Delivery.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the each a “Global NoteSecurity”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.141% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13March 6, 2015 2014 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Lovells US LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxxx Xxxxxx, Xxx XxxxXX, Xxxxxxxxxx, XX 00000 at 10:00 A.M., New York City time, on February 13March 6, 20152014, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges Transaction Entities acknowledge and agrees agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Transaction Entities with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Transaction Entities or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Transaction Entities or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Transaction Entities shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to either of the Company Transaction Entities with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the CompanyTransaction Entities, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of either of the CompanyTransaction Entities or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at for a price payment equal to 98.58998.16% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13May 11, 2015 2012 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). 1.84% of the principal amount of such Securities shall be credited to the respective Underwriter as a commission under this Agreement. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13May 11, 20152012, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of U.S. Trustee, as custodian for The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 5:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters Representative or any Underwriter of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter and shall not be on behalf of the CompanyCompany or the Guarantors or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.00% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13May 20, 2015 2014 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company understands will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Subsidiary Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees the Subsidiary Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPXxxxxx L.L.P., Xxx Xxxxxxx Xxxxx0000 Xxxxxx Xx., Xxx XxxxHouston, XX 00000 Texas 77002, at 10:00 A.M., New York City time, on February 13June 4, 20152014, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, Representative on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Subsidiary Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Subsidiary Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company Company, any Subsidiary Guarantor or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, any Subsidiary Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Subsidiary Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Subsidiary Guarantors with respect thereto. Any review by the Underwriters Representative or any Underwriter of the Company, the Subsidiary Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter and shall not be on behalf of the Company, the Subsidiary Guarantors or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the other terms and conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.250% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13May 25, 2015 2011 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Each of the Company and the Subsidiary Guarantors understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 13May 25, 20152011, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Each of the Company and Subsidiary Guarantors acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither of the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.419% of the aggregate principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 the 2022 Notes, 99.246% of the aggregate principal amount)amount of the 2023 Notes, 99.524% of the aggregate principal amount of the 2027 Notes, 98.555% of the aggregate principal amount of the 2036 Notes and 98.408% of the aggregate principal amount of the 2047 Notes, in each case, plus accrued interest, if any, from February 13September 20, 2015 2016 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Xxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000-0000 at 10:00 A.M., A.M. New York City timetime on September 20, on February 13, 20152016, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account respective accounts of the Underwriters, several Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at the offices of Xxxxxx & Xxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s arm’s-length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.5% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13August 17, 2015 2012 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). Tudor, Pickering, Xxxx & Co. Securities, Inc., acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) has participated in the preparation of the Preliminary Prospectus Supplement and has exercised the usual standards of due diligence with respect thereto. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Xxxxxx LLP, Xxx Xxxxxxx Xxxxx0000 Xxxxxx Xxxxxx, Xxx XxxxHouston, XX 00000 Texas 77002 at 10:00 A.M., New York City time, on February 13August 17, 20152012, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of Trustee, as custodian for The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I hereto at a price equal to 98.58999.341% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13July 12, 2015 to the Time of Delivery (as defined below) 2013 (the “Purchase Price”) to the Closing Date (as defined below). . (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery of such Securities will be made for the respective accounts of the several Underwriters at the offices of Xxxxxx Xxxxxxxx Cravath, Swaine & Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., A.M. New York City timetime on July 12, on February 13, 20152013, or at such other time or place on the same or such other date, not later than the third fifth (5th) business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is are referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for Delivery of the Securities shall be made by wire transfer in immediately available funds to through the account(s) specified by the Company to the Representatives against delivery to the nominee facilities of The Depository Trust Company (“DTC”), for and shall be in global form unless the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”)Representatives shall instruct otherwise, with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees and the Guarantors agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Guarantors the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.625% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13November 12, 2015 2013 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company understands and the Guarantors will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Cravath, Swaine & Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13November 12, 20152013, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is are advising the Company or the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the CompanyCompany or the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.976% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13August 12, 2015 2016 to the Time Closing Date. The Company will not be obligated to deliver any of Delivery the Securities except upon payment for all the Securities to be purchased as provided herein. (as defined belowb) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter, in which case each Underwriter shall cause its affiliates to comply with applicable securities laws. (d) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13August 12, 20152016, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (ce) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (df) The Company acknowledges and agrees the Parent acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Parent with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company Company, the Parent or any other person. Additionally, neither the Representatives nor any the other Underwriter is Underwriters are advising the Company Company, the Parent or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Parent shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have no any responsibility or liability to the Company or the Parent with respect thereto. Any review by the Representatives or the other Underwriters of the Company, the Parent and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such other Underwriters, as the case may be, and shall not be on behalf of the Company, the Parent or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided named in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s 's name in Schedule I 1 hereto at a price equal to 98.58999.202% of the principal amount thereof thereof. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13, 2015 to the Time of Delivery (as defined belowb) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will shall be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLPXxxxxxxx, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 13May 25, 20152005 (the “Closing Date”), or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Securities is referred to herein as the “Time of Delivery.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s 's name in Schedule I 1 hereto at a price equal to 98.589[ ]% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13April [ ], 2015 2007 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company understands will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Subsidiary Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees the Subsidiary Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx, at 10:00 A.M., New York City time, on February 13April [ ], 20152007, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of Delivery"Closing Date".” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “"Global Note”"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time Closing Date. The Global Note will have the Guarantees of Deliverythe Subsidiary Guarantors annexed thereto. (de) The Company acknowledges and agrees the Subsidiary Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s 's length contractual counterparty to the Company and the Subsidiary Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company Company, any Subsidiary Guarantor or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, any Subsidiary Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Subsidiary Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Subsidiary Guarantors with respect thereto. Any review by the Underwriters Representative or any Underwriter of the Company, the Subsidiary Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter and shall not be on behalf of the Company, the Subsidiary Guarantors or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.487% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), the Securities plus accrued interest, if any, from February 13May 30, 2015 2017 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx XxxxxMenlo Park, Xxx Xxxx, XX 00000 California at 10:00 A.M., New York City time, on February 13May 30, 20152017, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither none of the Representatives nor Representative or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the other terms and conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.250% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13August 12, 2015 2010 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Each of the Company and the Subsidiary Guarantors understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 13August 12, 20152010, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Each of the Company and Subsidiary Guarantors acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither of the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Company, the respective principal amount of Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule I 1 hereto at a price equal to 98.589100.000% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)thereof, plus accrued interestand unpaid interest from and including August 26, if any, from February 13, 2015 2024 to the Time of Delivery Closing Date (as defined below), less a fee of 0.400% per note. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M.a.m., New York City time, on February 13August 29, 20152024, or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of payment and for delivery for the Securities is referred to herein as called the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.395% of the principal amount thereof ($345,061,500 purchase price of 2012 Notes and 98.906% of the principal amount of 2017 Notes, in respect of $350,000,000 aggregate principal amount), each case plus accrued interest, if any, from February 13March 12, 2015 2007 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Dxxxx Xxxx & Wxxxxxxx, 1000 Xx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX Xxxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 A.M., New York City time, on February 13March 12, 20152007, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58989.805% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13April 9, 2015 2009 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Weil, Gotshal & Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 13April 9, 20152009, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes (if any) payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I hereto at a price equal to 98.58999.650% of the principal amount thereof ($345,061,500 purchase price of 2014 Notes, 99.481% of the principal amount of 2019 Notes and 98.875% of the principal amount of 2039 Notes, in respect of $350,000,000 aggregate principal amount), each case plus accrued interest, if any, from February 13March 12, 2015 2009 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLPXxxxxxxx, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 13March 12, 20152009, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.563% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13January 18, 2015 2019 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery with respect to of the Securities will shall be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 13January 18, 2015, 2019 or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for of the Securities is referred to herein as the “Time of DeliveryClosing Date.” (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (d) The Company acknowledges and agrees that the Underwriters named in this Agreement are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the any offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the such Underwriters named herein of the Company, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.5% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13March 15, 2015 2018, to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”such term is hereinafter defined). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M.a.m., New York City time, on February 13March 15, 20152018, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior in form and substance reasonably satisfactory to the Time of DeliveryRepresentative. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other personperson with respect to such offering. Additionally, neither the Representatives nor any other no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the such Underwriters of the Company, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.247% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), such Securities plus accrued interest, if any, from February 13October 9, 2015 2024 to the Time Closing Date. The Company will not be obligated to deliver any of Delivery the Securities except upon payment for all the Securities to be purchased as provided herein. (as defined belowa) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusPricing Disclosure Package (as defined below). The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxxx Xxxxxx Xxxxxxxx & Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx XxxxxTwo Manhattan West, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 00000, at 10:00 9:30 A.M., New York City time, on February 13October 9, 20152024, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities to the Underwriters duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.322% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13November 7, 2015 2012 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Lovells US LLP, Xxx Xxxxxxx Xxxxx000 00xx Xxxxxx, Xxx XxxxX.X., XX Xxxxxxxxxx, X.X. 00000 at 10:00 A.M., New York City time, on February 13November 7, 20152012, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Operating Partnership, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company Operating Partnership acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Operating Partnership with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Operating Partnership or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Operating Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Operating Partnership shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Operating Partnership with respect thereto. Any review by the Underwriters of the CompanyOperating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyOperating Partnership.

Purchase of the Securities by the Underwriters. (a) The Company agrees and the Guarantors agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Guarantors the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.625% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13September 17, 2015 2012 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company understands and the Guarantors will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Cravath, Swaine & Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13September 17, 20152012, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is are advising the Company or the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the CompanyCompany or the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount amounts of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.489% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)for the Securities, plus accrued interest, if any, from February 13March 7, 2015 2018 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Disclosure Package and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will shall be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13March 7, 20152018 (the “Closing Date”), or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Securities is referred to herein as the “Time of Delivery.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the each a “Global NoteSecurity”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees Issuers agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuers the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a purchase price equal to 98.589to: 99.296% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)the Notes, plus accrued interest, if any, from February 13September 15, 2015 2023 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company understands Issuers will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Issuers understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges Issuers acknowledge and agrees agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect the Securities shall be made by wire transfer in immediately available funds to the Securities will be made at account specified by the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 Company to the Representatives at 10:00 A.M., New York City time, on February 13September 15, 20152023, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges Issuers acknowledge and agrees agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Issuers with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Issuer or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Issuers or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuers shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuers with respect thereto. Any review by the Underwriters of the CompanyIssuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyIssuers.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.589the sum of (i) 98.997% of the principal amount thereof plus ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus ii) accrued interest, if any, from February 13September 16, 2015 2016 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 Four Times Square, New York, New York at 10:00 A.M., New York City time, on February 13September 16, 20152016, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) It is understood that the X.X. Xxxxxx Securities LLC has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Securities. Each of X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and RBC Capital Markets, LLC, individually and not as a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the CompanyCompany or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective aggregate principal amount amounts of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.748% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)for the Securities, plus accrued interest, if any, from February 13March 4, 2015 2019 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Disclosure Package and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will shall be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13March 4, 20152019 (the “Closing Date”), or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Securities is referred to herein as the “Time of Delivery.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the each a “Global NoteSecurity”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s 's name in Schedule I 1 hereto at a price equal to 98.589102.50% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interestinterest from August 15, if any, from February 13, 2015 2012 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Weil, Gotshal & Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 13October 1, 20152012, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes (if any) payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.692% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13March 30, 2015 2011 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Xxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000-0000 at 10:00 A.M., 10 A.M. New York City timetime on March 30, on February 13, 20152011, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account respective accounts of the Underwriters, several Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at the offices of Xxxxxx & Xxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s arm’s-length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.589the sum of (i) 98.992% of the principal amount thereof plus ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus ii) accrued interest, if any, from February 132, 2015 2021 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 Four Times Square, New York, New York at 10:00 A.M.a.m., New York City time, on February 132, 20152021, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. (e) It is understood that X.X. Xxxxxx Securities has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Securities. The Global Note will Each of X.X. Xxxxxx Securities, Barclays Capital Inc. and RBC Capital Markets, LLC, individually and not as a Representative of the Underwriters, may (but shall not be made available obligated to) make payment for inspection any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not later than 1:00 P.M., New York City time, on the business day prior to the Time relieve such Underwriter from any of Deliveryits obligations under this Agreement. (df) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the CompanyCompany or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount amounts of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.3410% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)for the Securities, plus accrued interest, if any, from February 13August 25, 2015 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Disclosure Package and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will shall be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13August 25, 20152015 (the “Closing Date”), or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Securities is referred to herein as the “Time of Delivery.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the each a “Global NoteSecurity”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees and the Guarantors agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Guarantors the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.625% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 1328, 2015 2013 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company understands and the Guarantors will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Cravath, Swaine & Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 1328, 20152013, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is are advising the Company or the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the CompanyCompany or the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.047% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), the Securities plus accrued interest, if any, from February 13September 29, 2015 2020 to the Time Closing Date. The Company will not be obligated to deliver any of Delivery the Securities except upon payment for all the Securities to be purchased as provided herein. X.X. Xxxxxx Securities LLC BofA Securities, Inc. 3 September 22, 2020 (as defined belowb) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 10:00 A.M., New York City time, on February 13September 29, 20152020, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company and each Subsidiary Guarantor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Subsidiary Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Subsidiary Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or the Subsidiary Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and Subsidiary Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or any Subsidiary Guarantor with respect thereto. Any review by the Underwriters of the CompanyCompany or the Subsidiary Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Subsidiary Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.500% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 1311, 2015 2021, to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”such term is hereinafter defined). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Sxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 Bxxxxxxx LLP at 10:00 A.M.a.m., New York City time, on February 1311, 20152021, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior in form and substance reasonably satisfactory to the Time of DeliveryRepresentative. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other personperson with respect to such offering. Additionally, neither the Representatives nor any other no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the such Underwriters of the Company, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.5% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13May 1, 2015 2007 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company understands will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Subsidiary Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees the Subsidiary Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx, at 10:00 A.M., New York City time, on February 13May 1, 20152007, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time Closing Date. The Global Note will have the Guarantees of Deliverythe Subsidiary Guarantors annexed thereto. (de) The Company acknowledges and agrees the Subsidiary Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Subsidiary Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company Company, any Subsidiary Guarantor or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, any Subsidiary Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Subsidiary Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Subsidiary Guarantors with respect thereto. Any review by the Underwriters Representative or any Underwriter of the Company, the Subsidiary Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter and shall not be on behalf of the Company, the Subsidiary Guarantors or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.589102.25% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13April 1, 2015 2013 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). Tudor, Pickering, Xxxx & Co. Securities, Inc., acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) has participated in the preparation of the Preliminary Prospectus Supplement and has exercised the usual standards of due diligence with respect thereto. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPXxxxxx L.L.P., Xxx Xxxxxxx Xxxxx0000 Xxxxxx Xxxxxx, Xxx XxxxHouston, XX 00000 Texas 77002 at 10:00 A.M., New York City time, on February 13June 4, 20152013, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of Trustee, as custodian for The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.589103.24% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13May 27, 2015 2009 to the Time of Delivery Closing Date (as defined below) ). The yield of the Securities is no lower than the yield recommended by Citigroup Global Markets Inc. (the “Purchase PriceCitigroup”), acting as a “qualified independent underwriter” within the meaning of Rule 2720(b) of the Rules of Conduct of the National Association of Securities Dealers, Inc. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Company hereby confirms its engagement of Citigroup as, and Citigroup hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 2720(b) of the Rules of Conduct of the National Association of Securities Dealers, Inc. with respect to the offering and sale of the Securities. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPXxxxxx L.L.P., Xxx Xxxxxxx Xxxxx0000 Xxxxxx Xxxxxx, Xxx XxxxSuite 2500, XX 00000 Houston, Texas 77002, at 10:00 9:00 A.M., New York City local time, on February 13August 14, 20152009, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City local time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees Issuers agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuers the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.589(x) 95.866% of the principal amount thereof plus ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus y) the accrued and unpaid interest, if any, from February 13July 16, 2015 2009 to the Time of Delivery Closing Date (as defined below). The Issuers will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price is not in excess of the price recommended by Citigroup Global Markets Inc. acting in its capacity as a “qualified independent underwriter” within the meaning of Rule 2720 (“Rule 2720”) of the Conduct Rules of the Financial Industry Regulatory Authority (the “Purchase PriceFINRA”). . (b) The Company understands Issuers understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges Issuers acknowledge and agrees agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 llp at 10:00 A.M., New York City time, on February 13July 16, 20152009, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company Issuers may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Issuers to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyIssuers. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges Issuers and agrees the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty counterparties to the Company Issuers and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company Issuers, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuers and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuers or the Guarantors with respect thereto. Any review by the Underwriters of the CompanyIssuers, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyIssuers or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.25875% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13March 15, 2015 2012, to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”such term is hereinafter defined). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M.a.m., New York City time, on February 13March 15, 20152012, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior in form and substance reasonably satisfactory to the Time of DeliveryRepresentative. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the any offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other personperson with respect to any such offering. Additionally, neither the Representatives nor any other no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the such Underwriters of the Company, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.589101.228% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interestinterest from July 20, if any, from February 13, 2015 2023 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Xxxxxxx US LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxxx Xxxxxx, Xxx XxxxXX, Xxxxxxxxxx, XX 00000 at 10:00 A.M., New York City time, on February 13December 11, 20152023, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges Transaction Entities acknowledge and agrees agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length commercial contractual counterparty to the Company Transaction Entities with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and that the purchase and sale of the Securities pursuant to this Underwriting Agreement does not as constitute a financial advisor or a fiduciary torecommendation, investment advice, or an agent of, solicitation of any action by the Company or any other personUnderwriters. Additionally, neither the Representatives nor any other Underwriter is advising the Company Transaction Entities or any other person as to any legal, tax, investment, accounting accounting, financial or regulatory matters in any jurisdiction. In connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Transaction Entities or any of their Subsidiaries or their stockholders, creditors, employees or any other party. No Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Transaction Entities with respect to the offering of the Securities or the processes leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Transaction Entities or any of their Subsidiaries on other matters) and no Underwriter has any obligation to the Transaction Entities with respect to the offering of Securities except the obligations expressly set forth in this Agreement. The Company Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Transaction Entities. The Transaction Entities shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to either of the Company Transaction Entities with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the CompanyTransaction Entities, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of either of the CompanyTransaction Entities or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.25% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13April 16, 2015 2014 to the Time of Delivery Closing Date (as defined below). Capital One Securities, Inc., acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) (has participated in the “Purchase Price”)preparation of the Preliminary Prospectus and has exercised the usual standards of due diligence with respect thereto. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Each of the Company and the Guarantors hereby understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Each of the Company and the Guarantors acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx, at 10:00 A.M., New York City time, on February 13April 16, 20152014, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Each of the Company and the Guarantors acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company, the Guarantors or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.5% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13May 7, 2015 2019 to the Time Closing Date. The Company will not be obligated to deliver any of Delivery the Securities except upon payment for all the Securities to be purchased as provided herein. (as defined belowb) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Cravath, Swaine & Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 10:00 A.M., New York City time, on February 13May 21, 20152019, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.0% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13December 14, 2015 2010 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). Tudor, Pickering, Xxxx & Co. Securities, Inc., acting as a “qualified independent underwriter” within the meaning of NASD Rule 2720 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) has participated in the preparation of the Registration Statement and the Prospectus and has exercised the usual standards of due diligence with respect thereto. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Xxxxxx LLP, Xxx Xxxxxxx Xxxxx0000 Xxxxxx Xxxxxx, Xxx XxxxHouston, XX 00000 Texas 77002 at 10:00 A.M., New York City time, on February 13December 14, 20152010, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of Trustee, as custodian for The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees and the Guarantors agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Guarantors the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.524% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13November 19, 2015 2009 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company understands and the Guarantors will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Cravath, Swaine & Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13November 19, 20152009, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other personperson with respect to such offering. Additionally, neither the Representatives nor any other Underwriter is advising the Company or the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the CompanyCompany or the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58996.078% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13September 18, 2015 2009 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). Xxxxxxx Xxxxx & Associates, Inc., acting as a “qualified independent underwriter” within the meaning of NASD Rule 2720 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) has participated in the preparation of the Registration Statement and the Prospectus and has exercised the usual standards of due diligence with respect thereto. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Xxxxxx LLP, Xxx Xxxxxxx Xxxxx0000 Xxxxxx Xxxxxx, Xxx XxxxHouston, XX 00000 Texas 77002 at 10:00 A.M., New York City time, on February 13September 18, 20152009, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of Trustee, as custodian for The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, herein agrees, severally and not jointly, to purchase from the Company the respective (i) $600,000,000 principal amount of the 2022 Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.298% of the principal amount thereof and (ii) $345,061,500 purchase 400,000,000 principal amount of the 2027 Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.202% of the principal amount thereof, in respect of $350,000,000 aggregate principal amount), each case plus accrued and unpaid interest, if any, from February 13August 24, 2015 2017 to the Time of Delivery Closing Date. (as defined belowb) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the their judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect of the Securities shall be made by wire transfer in immediately available funds to the Securities will be made account specified by the Company to the Underwriters at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, Xxx Xxxxxxx Xxxxx00 Xxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 9:00 A.M., New York City time, on February 13August 24, 20152017, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Company and the Company Underwriters may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (c) ” Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, ) of one or more global notes representing the Securities (collectively, collectively the “Global NoteNotes”), ) with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. Delivery of the Securities shall be made at such times and in such quantities on the Closing Date as the Representatives shall instruct through the facilities of DTC, unless the Representatives shall otherwise instruct. The Global Note Securities will be made available eligible for inspection by book-entry delivery through the Representatives facilities of DTC to securities accounts of the Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionClosing Date. The Company shall consult with its own advisors concerning such matters and shall be responsible Global Notes for making its own independent investigation and appraisal of the transactions contemplated hereby, 2022 Securities and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review 2027 Securities will be made available for inspection by the Underwriters of not later than 1:00 P.M., New York City time, on the Company, business day prior to the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyClosing Date.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.50% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)thereof, plus accrued interest, if any, from February 13November 1, 2015 2016 to the Time of Delivery Closing Date (as defined below). (b) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect the Securities shall be made by wire transfer in immediately available funds to the Securities will be made account specified by the Company to the Representative at the offices of Xxxxxx Xxxxxxxx Cravath, Swaine & Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13January 18, 20152017, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of Delivery.Closing Date” (c) . Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), ) for the account respective accounts of the Underwriters, several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. The A copy of the Global Note will be made available for inspection by the Representatives Representative at the office of Cravath, Swaine & Xxxxx LLP not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (d) The Company acknowledges and agrees the Guarantor acknowledge and agree that each of the Underwriters are is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantor with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantor or any other person. Additionally, neither none of the Representatives nor any other Underwriter Underwriters is advising the Company Company, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantor with respect thereto. Any review by the Underwriters of the Company, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantor.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.588% of the principal amount thereof ($345,061,500 purchase price of the 2026 Notes and 99.319% of the principal amount of the 2028 Notes, in respect of $350,000,000 aggregate principal amount)each case, plus accrued interest, if any, from February 13March 9, 2015 2023 to the Time Closing Date. The Company will not be obligated to deliver any of Delivery the Securities except upon payment for all the Securities to be purchased as provided herein. (as defined belowb) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 10:00 A.M., New York City time, on February 13March 9, 20152023, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Each of the Company and the Subsidiary Guarantor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Subsidiary Guarantor with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Subsidiary Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or the Subsidiary Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Subsidiary Guarantor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Subsidiary Guarantor with respect thereto. Any review by the Underwriters of the CompanyCompany or the Subsidiary Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Subsidiary Guarantor.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.589% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13, 2015 to the Time of Delivery (as defined below) (the “Purchase Price”)) equal to (i) $24.6250 per Security with respect to Securities sold to institutional investors and (ii) $24.2125 per Security with respect to Securities sold to retail investors. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery with respect the Securities shall be made by wire transfer in immediately available funds to the Securities will be made at account specified by the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 Company to the Representatives at 10:00 A.M., A.M. New York City timetime on December 9, on February 13, 20152019, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time Closing Date.” A “business day” means a day other than Saturday or Sunday or other day on which the banking institutions in The City of Delivery.” (c) Payment for New York are authorized or required by law or executive order to remain closed. The Securities to be purchased by each Underwriter hereunder will be represented by one or more global depositary receipts representing the Securities shall in book-entry form, which will be made deposited by wire transfer in immediately available funds to the account(s) specified by or on behalf of the Company to the Representatives against delivery to the nominee of with The Depository Trust Company (“DTC”)) or its designated custodian. Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the nominee of DTC, for the account respective accounts of the Underwriters, several Underwriters of one or more global notes representing the Securities (collectively, to be purchased on such date as specified by the “Global Note”)Representatives, with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. The Global Note will Securities shall be made available for inspection by registered in such names and such denominations as the Representatives shall request in writing not later than 1:00 P.M., New York City time, on the business day prior to the Time Closing Date. The documents to be delivered at each Closing Date by or on behalf of Deliverythe parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”). (dc) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Representatives and the other Underwriters shall have no responsibility or liability to the Company with respect theretoto such matters. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities Notes and the Guarantors agree to issue the Guarantees to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities the Notes set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58995.151% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13April 30, 2015 2009 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company understands will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein. (b) The Company and the Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13April 30, 20152009, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (c) ” Payment for the Securities shall be made by wire transfer by the Underwriters in immediately available funds to the account(s) specified by the Company to the Representatives against delivery by the Company to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (d) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58990.796% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13May 27, 2015 2009 to the Time of Delivery Closing Date (as defined below) ). The yield of the Securities is no lower than the yield recommended by Citigroup Global Markets Inc. (the “Purchase PriceCitigroup”), acting as a “qualified independent underwriter” within the meaning of Rule 2720(b) of the Rules of Conduct of the National Association of Securities Dealers, Inc. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Company hereby confirms its engagement of Citigroup as, and Citigroup hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 2720(b) of the Rules of Conduct of the National Association of Securities Dealers, Inc. with respect to the offering and sale of the Securities. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPXxxxxx L.L.P., Xxx Xxxxxxx Xxxxx0000 Xxxxxx Xxxxxx, Xxx XxxxSuite 2500, XX 00000 Houston, Texas 77002, at 10:00 9:00 A.M., New York City local time, on February 13May 27, 20152009, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City local time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, Agreement and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.0% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13March 8, 2015 2010 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Each of the Company and the Guarantors understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Each of the Company and the Guarantors acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on February 13March 8, 20152010, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, Representative on the business day prior to the Time of DeliveryClosing Date. (de) The Each of the Company and the Guarantors acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.068% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)the Securities, plus accrued interest, if any, from February 13May 15, 2015 2014 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 10:00 A.M., New York City time, on February 13May 15, 20152014, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.86% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13September 20, 2015 2021 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Lovells US LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxxx Xxxxxx, Xxx XxxxXX, Xxxxxxxxxx, XX 00000 at 10:00 A.M., New York City time, on February 13September 20, 20152021, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges Transaction Entities acknowledge and agrees agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length commercial contractual counterparty to the Company Transaction Entities with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and that the purchase and sale of the Securities pursuant to this Underwriting Agreement does not as constitute a financial advisor or a fiduciary torecommendation, investment advice, or an agent of, solicitation of any action by the Company or any other personUnderwriters. Additionally, neither the Representatives nor any other Underwriter is advising the Company Transaction Entities or any other person as to any legal, tax, investment, accounting accounting, financial or regulatory matters in any jurisdiction. In connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Transaction Entities or any of their subsidiaries or their stockholders, creditors, employees or any other party. No Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Transaction Entities with respect to the offering of the Securities or the processes leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Transaction Entities or any of their subsidiaries on other matters) and no Underwriter has any obligation to the Transaction Entities with respect to the offering of Securities except the obligations expressly set forth in this Agreement. The Company Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Transaction Entities. The Transaction Entities shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to either of the Company Transaction Entities with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the CompanyTransaction Entities, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of either of the CompanyTransaction Entities or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.065% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13April 11, 2015 2011 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 13April 11, 20152011, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.586% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13August 12, 2015 2020 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Lovells US LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxxx Xxxxxx, Xxx XxxxXX, Xxxxxxxxxx, XX 00000 at 10:00 A.M., New York City time, on February 13August 12, 20152020, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges Transaction Entities acknowledge and agrees agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Transaction Entities with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Transaction Entities or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Transaction Entities or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Transaction Entities shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to either of the Company Transaction Entities with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the CompanyTransaction Entities, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of either of the CompanyTransaction Entities or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, herein agrees, severally and not jointly, to purchase from the Company the respective (x) $505,000,000 principal amount of Securities 2017 Notes set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.25% of the principal amount thereof and (y) $345,061,500 purchase 800,000,000 principal amount of 2019 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.25% of the principal amount thereof, in respect of $350,000,000 aggregate principal amount)each case, plus accrued and unpaid interest, if any, from February 13November 14, 2015 2012 to the Time of Delivery Closing Date. (as defined belowb) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the their judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect of the Securities shall be made by wire transfer in immediately available funds to the Securities will be made account specified by the Company to the Underwriters at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, Xxx Xxxxxxx Xxxxx00 Xxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 9:00 A.M., New York City time, on February 13November 14, 20152012, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Company and the Company Underwriters may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (c) ” Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, ) of one or more global notes representing each of the Securities 2017 Notes and the 2019 Notes (collectively, collectively the “Global NoteNotes”), ) with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. Delivery of the Securities shall be made at such times and in such quantities on the Closing Date as the Representative shall instruct through the facilities of DTC, unless the Representative shall otherwise instruct. The Global Note Securities will be made available eligible for inspection by book-entry delivery through the Representatives facilities of DTC to securities accounts of the Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionClosing Date. The Company shall consult with its own advisors concerning such matters and shall Global Note will be responsible made available for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review inspection by the Underwriters of not later than 1:00 P.M., New York City time, on the Company, business day prior to the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyClosing Date.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.045% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)the Securities, plus accrued interest, if any, from February 13June 28, 2015 2023 to the Time of Delivery (as defined below) Closing Date (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery with respect to the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on February 13, 2015, or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Securities is referred to herein as the “Time of Delivery.” (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s arm’s-length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall not, either jointly or severally, have no any responsibility or liability to the Company with respect thereto. Any review by the Underwriters any Underwriter of the Company, and the transactions contemplated hereby or other matters relating to such transactions transactions, will be performed solely for the benefit of the Underwriters such Underwriter, and shall not be on behalf of the CompanyCompany or any other person. (d) The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any of their respective affiliates and that any such affiliate may offer and sell the Securities purchased by it to or through its affiliated Underwriter.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of such Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.000% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February April 13, 2015 2011 to the Time Closing Date. The Company will not be obligated to deliver any of Delivery the Securities except upon payment for all the Securities to be purchased as provided herein. (as defined belowb) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February April 13, 20152011, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.727% of the principal amount of the 2021 Notes thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13June 20, 2015 2011 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Each Issuer understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company Each Issuer acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the New York offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13June 20, 20152011, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company Each Issuer acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Issuers with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offeringoffering and the Guarantee) and not as a financial advisor or a fiduciary to, or an agent of, the Company an Issuer or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Issuers or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Each Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuers with respect thereto. Any review by the Underwriters of the CompanyIssuers and their subsidiaries, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyIssuers.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.437% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13December 10, 2015 2007, to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”such term is hereinafter defined). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M.a.m., New York City time, on February 13December 10, 20152007, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior in form and substance reasonably satisfactory to the Time of DeliveryRepresentatives. (de) The Company acknowledges and agrees that the Underwriters listed in Schedule 1 hereto are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the any offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other personperson with respect to any such offering. Additionally, neither the Representatives nor any other no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the such Underwriters of the Company, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.004% of the principal amount thereof ($345,061,500 purchase price of the 2015 Notes and 98.821% of the principal amount of the 2019 Notes, in respect of $350,000,000 aggregate principal amount)each case, plus accrued interest, if any, from February 13May 21, 2015 2009 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxx Xxxx & Xxxxxxxx, 0000 Xx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX Xxxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 A.M., New York City time, on February 13May 21, 20152009, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other personperson with respect to such offering. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionjurisdiction with respect to such offering. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.2340% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13October 18, 2015 2010 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Lovells US LLP, Xxx Xxxxxxx Xxxxx000 00xx Xxxxxx, Xxx XxxxX.X., XX Xxxxxxxxxx, X.X. 00000 at 10:00 A.M., New York City time, on February 13October 18, 20152010, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Operating Partnership, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company Operating Partnership acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Operating Partnership with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Operating Partnership or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Operating Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Operating Partnership shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Operating Partnership with respect thereto. Any review by the Underwriters of the CompanyOperating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyOperating Partnership.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58997.75% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13August 19, 2015 2010 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Cravath, Swaine & Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx at 10:00 A.M., New York City time, on February 13August 19, 20152010, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company, the Guarantors or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.589the sum of (i) 98.810% of the principal amount thereof plus ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus ii) accrued interest, if any, from February 13November 3, 2015 2023 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, Xxx Xxxxxxx XxxxxOne Manhattan West, Xxx XxxxNew York, XX 00000 New York 10001 at 10:00 A.M.a.m., New York City time, on February 13November 3, 20152023, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. (e) It is understood that BofA Securities, Inc. has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Securities. The Global Note will Each of BofA Securities, Inc., Barclays Capital Inc., X.X. Xxxxxx Securities LLC and RBC Capital Markets, LLC, individually and not as a Representative of the Underwriters, may (but shall not be made available obligated to) make payment for inspection any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not later than 1:00 P.M., New York City time, on the business day prior to the Time relieve such Underwriter from any of Deliveryits obligations under this Agreement. (df) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the CompanyCompany or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I hereto at a price equal to 98.589(x) with respect to the 2029 Notes, 98.875% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13September 14, 2015 2021 to the Time Closing Date and (y) with respect to the 2031 Notes, 98.875% of Delivery the principal amount thereof plus accrued interest, if any, from September 14, 2021 to the Closing Date. (as defined belowb) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative against delivery of such Securities will be made for the respective accounts of the several Underwriters at the offices of Xxxxxx Xxxxxxxx Cravath, Swaine & Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., A.M. New York City timetime on September 14, on February 13, 20152021, or at such other time or place on the same or such other date, not later than the third fifth (5th) business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is are referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for Delivery of the Securities shall be made by wire transfer in immediately available funds to through the account(s) specified by the Company to the Representatives against delivery to the nominee facilities of The Depository Trust Company (“DTC”), for ) and shall be in global form unless the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”)Representative shall instruct otherwise, with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (de) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither none of the Representatives nor Representative or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.40% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13July 20, 2015 2023 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Hogan Lovells US LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxxx Xxxxxx, Xxx XxxxXX, Xxxxxxxxxx, XX 00000 at 10:00 A.M., New York City time, on February 13July 20, 20152023, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges Transaction Entities acknowledge and agrees agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length commercial contractual counterparty to the Company Transaction Entities with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and that the purchase and sale of the Securities pursuant to this Underwriting Agreement does not as constitute a financial advisor or a fiduciary torecommendation, investment advice, or an agent of, solicitation of any action by the Company or any other personUnderwriters. Additionally, neither the Representatives nor any other Underwriter is advising the Company Transaction Entities or any other person as to any legal, tax, investment, accounting accounting, financial or regulatory matters in any jurisdiction. The Company shall consult In connection with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal the offering of the transactions contemplated hereby, Securities and the Underwriters shall have no process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Transaction Entities or any of their Subsidiaries or their stockholders, creditors, employees or any other party. No Underwriter has assumed or will assume an advisory or fiduciary responsibility or liability in favor of the Transaction Entities with respect to the Company offering of the Securities or the processes leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Transaction Entities or any of their Subsidiaries on other matters) and no Underwriter has any obligation to the Transaction Entities with respect thereto. Any review by to the Underwriters offering of Securities except the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.obligations expressly set forth in this

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Company, at the respective purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule I hereto at a price equal to 98.589% of the principal amount thereof hereto. ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13, 2015 to the Time of Delivery (as defined belowb) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery with respect to the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on February 13, 2015, or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Securities is referred to herein as the “Time of Delivery.” (c) Payment Delivery of and payment for the Securities shall be made on July 9, 2008 at offices of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP at 10:00 A.M. New York City time or at such time on such later date not more than three business days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof to the Company by wire transfer payable in immediately available same-day funds to the account(s) one or more accounts specified by the Company to Company. Delivery of the Representatives against delivery to Securities shall be made through the nominee facilities of The Depository Trust Company (“DTC”), for unless the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryRepresentative shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this AgreementAgreement and the Guarantors agree to guarantee the Securities pursuant to the terms of the Indenture, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58994.157% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13June 9, 2015 2009 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company understands will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Each of the Company and the Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Each of the Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on February 13June 9, 20152009, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.393% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13June 25, 2015 2024 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Xxxxxxx US LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxxx Xxxxxx, Xxx XxxxXX, Xxxxxxxxxx, XX 00000 at 10:00 A.M., New York City time, on February 13June 25, 20152024, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges Transaction Entities acknowledge and agrees agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length commercial contractual counterparty to the Company Transaction Entities with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and that the purchase and sale of the Securities pursuant to this Underwriting Agreement does not as constitute a financial advisor or a fiduciary torecommendation, investment advice, or an agent of, solicitation of any action by the Company or any other personUnderwriters. Additionally, neither the Representatives nor any other Underwriter is advising the Company Transaction Entities or any other person as to any legal, tax, investment, accounting accounting, financial or regulatory matters in any jurisdiction. In connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Transaction Entities or any of their Subsidiaries or their stockholders, creditors, employees or any other party. No Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Transaction Entities with respect to the offering of the Securities or the processes leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Transaction Entities or any of their Subsidiaries on other matters) and no Underwriter has any obligation to the Transaction Entities with respect to the offering of Securities except the obligations expressly set forth in this Agreement. The Company Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Transaction Entities. The Transaction Entities shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to either of the Company Transaction Entities with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the CompanyTransaction Entities, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of either of the CompanyTransaction Entities or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective aggregate principal amount amounts of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.832% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)for the Securities, plus accrued interest, if any, from February 13June 8, 2015 2021 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Disclosure Package and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will shall be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13June 8, 20152021 (the “Closing Date”), or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Securities is referred to herein as the “Time of Delivery.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the each a “Global NoteSecurity”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58996.78% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13September 15, 2015 2010 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Each of the Company and the Guarantors hereby understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Each of the Company and the Guarantors acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx, at 10:00 A.M., New York City time, on February 13September 15, 20152010, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Each of the Company and the Guarantors acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.176% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), the 2029 Notes plus accrued interest, if any, from February 13May 21, 2015 2019 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on February 13May 21, 20152019, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities 2029 Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives no Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters no Representative nor any other Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Underwriters any Representative or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters such Representative or such Underwriter and shall not be on behalf of the CompanyCompany or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.589the sum of (i) 98.933% of the principal amount thereof plus ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus ii) accrued interest, if any, from February 13May 4, 2015 2023 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, Xxx Xxxxxxx XxxxxOne Manhattan West, Xxx XxxxNew York, XX 00000 New York 10001 at 10:00 A.M.a.m., New York City time, on February 13May 4, 20152023, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. (e) It is understood that RBC Capital Markets, LLC has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Securities. The Global Note will Each of RBC Capital Markets, LLC, Barclays Capital Inc., BofA Securities, Inc. and X.X. Xxxxxx Securities LLC, individually and not as a Representative of the Underwriters, may (but shall not be made available obligated to) make payment for inspection any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not later than 1:00 P.M., New York City time, on the business day prior to the Time relieve such Underwriter from any of Deliveryits obligations under this Agreement. (df) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the CompanyCompany or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.981% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interestand unpaid interest from and including September 12, if any, from February 13, 2015 2012 to the Time of Delivery Closing Date (as defined below), less a fee of 0.15% per note. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M.a.m., New York City time, on February 13September 12, 20152012, or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective aggregate principal amount amounts of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.356% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)for the Securities, plus accrued interest, if any, from February 13April 27, 2015 2020 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Disclosure Package and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will shall be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13April 27, 20152020 (the “Closing Date”), or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Securities is referred to herein as the “Time of Delivery.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the each a “Global NoteSecurity”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.50% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13April 5, 2015 2012 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company understands will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Subsidiary Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees the Subsidiary Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 10:00 A.M., New York City time, on February 13April 5, 20152012, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Subsidiary Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Subsidiary Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company Company, any Subsidiary Guarantor or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, any Subsidiary Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Subsidiary Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Subsidiary Guarantors with respect thereto. Any review by the Underwriters Representative or any Underwriter of the Company, the Subsidiary Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter and shall not be on behalf of the Company, the Subsidiary Guarantors or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective aggregate principal amount amounts of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.729% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)for the Securities, plus accrued interest, if any, from February 13May 25, 2015 2023 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Disclosure Package and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will shall be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13May 25, 20152023 (the “Closing Date”), or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Securities is referred to herein as the “Time of Delivery.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the each a “Global NoteSecurity”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, Agreement and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.875% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13December 14, 2015 2017 to the Time of Delivery (as defined below) (the “Purchase Price”)Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Each of the Company and the Guarantors understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Each of the Company and the Guarantors acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on February 13December 14, 20152017, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, Representative on the business day prior to the Time of DeliveryClosing Date. (de) The Each of the Company and the Guarantors acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters Representative or any Underwriter of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter and shall not be on behalf of the CompanyCompany or the Guarantors or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58999.700% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13March 10, 2015 2023 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and each Guarantor understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company and each Guarantor acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the New York offices of Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 LLP at 10:00 A.M., New York City time, on February 13March 10, 20152023, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offeringoffering and the Guarantees) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters any Representative or any Underwriter of the Company, the Guarantors and their subsidiaries, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Representative or such Underwriter, as the Underwriters case may be, and shall not be on behalf of the CompanyCompany or the Guarantors, as the case may be, or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I hereto at a price equal to 98.58999.199% of the principal amount thereof ($345,061,500 purchase price of 2016 Notes and 99.007% of the principal amount of 2021 Notes, in respect of $350,000,000 aggregate principal amount), each case plus accrued interest, if any, from February 13March 15, 2015 2011 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 13March 15, 20152011, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I hereto at a price equal to 98.58998.743% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount)thereof, plus accrued interest, if any, from February 13August 20, 2015 2024 to the Time of Delivery (as defined below) (the “Purchase Price”). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery with respect to the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Sidley Austin LLP, Xxx 000 Xxxxxxx XxxxxXxx., Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 13August 20, 20152024, or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Securities is referred to herein as the “Time of Delivery.” (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the other terms and conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I 1 hereto at a price equal to 98.58998.25% of the principal amount thereof ($345,061,500 purchase price in respect of $350,000,000 aggregate principal amount), plus accrued interest, if any, from February 13March 9, 2015 2012 to the Time of Delivery Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Each of the Company and the Subsidiary Guarantors understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (bc) Payment for and delivery with respect to of the Securities will be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 13March 9, 20152012, or at such other time or place on the same or such other date, not later than the third fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Time of DeliveryClosing Date”.” (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Time of DeliveryClosing Date. (de) The Each of the Company and Subsidiary Guarantors acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither of the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.