Common use of Representations and Warranties of the Company and the Guarantor Clause in Contracts

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, each Underwriter that: (a) A registration statement (No. 333-____), including a prospectus relating to the Securities, has been filed with the Securities and Exchange Commission (the "Commission") and has become effective. Such registration statement, as amended at the time of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") under the Securities Act of 1933, as amended (the "Act"), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". (b) On the effective date of the registration statement relating to the Securities, such registration statement conformed in all material respects to the requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of the Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, except that the foregoing representations do not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use therein. (c) Each document filed by the Company pursuant to the Exchange Act which is incorporated by reference in the Prospectus complied when so filed in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in the Prospectus (other than documents incorporated by reference therein relating solely to securities other than the Securities) will comply when so filed in all material respects with the Exchange Act and the rules and regulations thereunder.

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, to each Underwriter thatof the Underwriters as follows: (a) A registration statement (No. 333-____), including a prospectus relating to the Securities, has been filed with the Securities and Exchange Commission (the "Commission") and has become effective. Such An “automatic shelf registration statement, ” as amended at the time of any Terms Agreement referred to defined in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") 405 under the Securities Act of 1933, as amended (the "“Act"”), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". on Form S-3 (bFile No. 333-169365) On the effective date in respect of the registration statement relating Notes and the Guarantees, including a form of prospectus (the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the Securitiesdate hereof, such registration statement conformed in all material respects to conformity with the requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of the Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, except that the foregoing representations do not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use therein. (c) Each document filed by the Company pursuant to the Exchange Act which is incorporated by reference in the Prospectus complied when so filed in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in the Prospectus (other than documents incorporated by reference therein relating solely to securities other than the Securities) will comply when so filed in all material respects with the Exchange Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder. The Company and the transactions contemplated by this Agreement meet the requirements of, and comply with the conditions for the use of, Form S-3 under the Act. Such registration statement, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act, is herein referred to as the “Registration Statement” and became effective under the Act upon filing with the Commission. No post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. As used herein, the term “Prospectus” means the prospectus in the form first used to confirm sales of the Notes and the Guarantees and filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 4(a) hereof. The Base Prospectus, as supplemented by each preliminary prospectus supplement relating to the Notes and the Guarantees filed with the Commission pursuant to Rule 424(b) under the Act, is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or supplement with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission and incorporated by reference therein prior to the termination of the offering of the Notes by the Underwriters.

Representations and Warranties of the Company and the Guarantor. The Each of the Company and the Guarantor, jointly Guarantor represents and severally, represent warrants to and warrant to, and agree with, agrees with each Underwriter of the Underwriters that: (a) A registration statement (No. 333-____), including a prospectus relating to the Securities, has been filed with the Securities and Exchange Commission (the "Commission") and The Registration Statement has become effective. Such registration statement; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (i) Each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended at or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the time of any Terms Agreement referred to in Section 3statements therein not misleading, is hereinafter referred to as (ii) the "Registration Statement", Statement and the prospectus included in such Registration StatementProspectus comply, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") under the Securities Act of 1933and, as amended (the "Act")or supplemented, including all material incorporated by reference thereinif applicable, is hereinafter referred to as the "Prospectus". (b) On the effective date of the registration statement relating to the Securities, such registration statement conformed will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 1(b) do not apply (A) to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the requirements Company in writing by such Underwriter through you expressly for use therein or (B) to that part of the Act, Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of the Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, except that the foregoing representations do not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use thereinTrustee. (c) except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Guarantor and the Company and its subsidiaries, taken as a whole and the Guarantor is duly registered to carry on business in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such registration, except to the extent that the failure to be so registered would not have a material adverse effect on the Guarantor and the Company and its subsidiaries, taken as a whole. (d) Each document filed subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company pursuant or a subsidiary of the Company, free and clear of all liens, encumbrances, equities or claims. The Company is the sole direct subsidiary of the Guarantor. (e) This Agreement has been duly authorized, executed and delivered by the Company and the Guarantor. (g) The Securities have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be entitled to the Exchange Act which benefits of the Indenture and will be valid and binding obligations of the Company, enforceable in accordance with their terms except as (i) enforceability thereof may be limited by bankruptcy, fraudulent conveyance, reorganization, insolvency or similar laws affecting creditors' rights generally, (ii) rights of acceleration, if applicable, and the availability of equitable remedies may be limited by equitable principles of general applicability and (iii) general principles of equity may affect such matters. (h) The Guaranty has been duly authorized by the Company and, when the Indenture has been duly executed and delivered by the Guarantor, the Guaranty will be a valid and binding agreement of the Guarantor, enforceable in accordance with its terms except as (i) enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally, (ii) rights of acceleration, if applicable, and the availability of equitable remedies may be limited by equitable principles of general applicability and (iii) general principles of equity may affect such matters. (i) The execution and delivery by each of the Company and the Guarantor of, and the performance by each of the Company and the Guarantor of their respective obligations under, this Agreement, the Indenture and the Securities, as the case may be, will not contravene any provision of applicable law or the articles or certificate of incorporation or amalgamation or by-laws of the Guarantor or the Company, as the case may be, or any agreement or other instrument binding upon the Guarantor or the Company or any of its subsidiaries that is incorporated material to the Guarantor or the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Guarantor, the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by reference the Guarantor and the Company of their respective obligations under this Agreement, the Indenture or the Securities, as the case 6 5 may be, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities. (j) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Guarantor or the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement). (k) There are no legal or governmental proceedings pending or threatened to which the Guarantor, the Company or any of its subsidiaries is a party or to which any of the properties of the Guarantor, the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required. (l) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder. (m) Each of the Guarantor and the Company and its subsidiaries has all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file would not have a material adverse effect on the Guarantor and the Company and its subsidiaries, taken as a whole. (n) None of the Company and the Guarantor is and, after giving effect to the offering and sale of the 7 6 Securities and the application of the proceeds thereof as described in the Prospectus, will be an "investment company" as such term is defined in the Investment Company Act of 19341940, as amended amended. (o) The Guarantor and the Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Exchange ActEnvironmental Laws"), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the rules terms and regulations thereunderconditions of such permits, and each documentlicenses or approvals would not, if any, hereafter filed and so incorporated by reference singly or in the Prospectus aggregate, have a material adverse effect on the Guarantor or the Company and its subsidiaries, taken as a whole. (p) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures (other than documents incorporated by reference therein relating solely to securities those required in the ordinary course of the Company's operations) required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities (other than encountered in the Securitiesordinary course of the Company's operations) will comply when so filed and any potential liabilities to third parties) which would, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. (q) The Guarantor and the Company have each complied with all material respects provisions of Section 517.075, Florida Statutes relating to doing business with the Exchange Act and the rules and regulations thereunderGovernment of Cuba or with any person or affiliate located in Cuba.

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, to each Underwriter thatof the Underwriters as follows: (a) A registration statement (No. 333-____), including a prospectus relating to the Securities, has been filed with the Securities and Exchange Commission (the "Commission") and has become effective. Such An “automatic shelf registration statement, ” as amended at the time of any Terms Agreement referred to defined in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") 405 under the Securities Act of 1933, as amended (the "“Act"”), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". on Form S-3 (bFile No. 333-229219) On the effective date in respect of the registration statement relating Notes and the Guarantees, including a form of prospectus (the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the Securitiesdate hereof, such registration statement conformed in all material respects to conformity with the requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of the Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, except that the foregoing representations do not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use therein. (c) Each document filed by the Company pursuant to the Exchange Act which is incorporated by reference in the Prospectus complied when so filed in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in the Prospectus (other than documents incorporated by reference therein relating solely to securities other than the Securities) will comply when so filed in all material respects with the Exchange Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder. The Company and the transactions contemplated by this Agreement meet the requirements of, and comply with the conditions for the use of, an automatic shelf registration statement on Form S-3 under the Act. Such registration statement, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act, is herein referred to as the “Registration Statement” and became effective under the Act upon filing with the Commission. No post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. As used herein, the term “Prospectus” means the prospectus in the form first used to confirm sales of the Notes and the Guarantees and filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 4(a) hereof. The Base Prospectus, as supplemented by each preliminary prospectus supplement relating to the Notes and the Guarantees filed with the Commission pursuant to Rule 424(b) under the Act, is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission and incorporated by reference therein prior to the termination of the offering of the Notes by the Underwriters.

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, each Underwriter that: (a) A registration No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not, as of its respective date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the following in the Preliminary Prospectus and the Prospectus under the caption “Underwriting (No. 333-____Conflicts of Interest)”: the third sentence in the third paragraph, the third and fourth sentences in the eighth paragraph, and the ninth paragraph (the “Underwriter Information”). (b) The Time of Sale Information, as of the Time of Sale, did not, and as of the Closing Date, will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and no statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom; provided, however, that this representation and warranty shall not apply to statements or omissions made in the Time of Sale Information in reliance upon and in conformity with the Underwriter Information. (c) The Company and the Guarantor (including their agents and representatives, other than the Underwriters in their capacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantor or their agents and representatives (other than a communication referred to in clauses (i), including (ii) and (iii) below), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus relating pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule 2 hereto which constitute part of the Time of Sale Information and (v) any electronic road show or other written communications, in each case approved in writing in advance by you, and the document set forth on Schedule 4 hereto. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the Securitiesextent required thereby), did not conflict with the information contained in the Time of Sale Information or Prospectus and, when as supplemented by and when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Sale, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in any Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter Information. (d) The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Securities Commission not earlier than three years prior to the date hereof; and Exchange Commission (the "Commission") and has become effective. Such registration statement, as amended at the time no notice of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations objection of the Commission (to the "Rules and Regulations"use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company or the Guarantor. No order suspending the effectiveness of 1933, the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantor or related to the offering has been initiated or threatened by the Commission; as amended (of the "Act"), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". (b) On the applicable effective date of the registration Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement relating of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Securitiesstatements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, such registration the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements or omissions made in the Registration Statement and the Prospectus and any amendment or supplement thereto in reliance upon and in conformity with the Underwriter Information. (e) The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the Trust Indenture Act statements therein, in the light of 1939the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents become effective or are filed with the Commission, as amended (the "Trust Indenture case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act"), as applicable, and the Rules and Regulations and did will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, and on the date of the Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) , not misleading, except that the foregoing representations do not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use therein. (cf) Each document filed by The financial statements and the Company pursuant to the Exchange Act which is related notes thereto included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus complied when so filed comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1934Act, as amended (applicable, and present fairly the "Exchange Act")financial position of the Guarantor and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the rules supporting schedules included or incorporated by reference in each of the Registration Statement, the Prospectus and regulations thereunderthe Time of Sale Information present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and each document, if any, hereafter filed the Prospectus has been derived from the accounting records of the Guarantor and so its subsidiaries and presents fairly the information shown thereby. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus (other than documents incorporated by reference therein relating solely to securities other than and the Securities) will comply when so filed Time of Sale Information fairly presents the information called for in all material respects and is prepared in accordance with the Exchange Act Commission’s rules and guidelines applicable thereto. (g) Neither the Guarantor nor any of its subsidiaries has sustained, since the date of the latest audited financial statements included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the rules Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and regulations thereunderthe Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, there has not been any “Material Adverse Effect” otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus. For the purposes of this Agreement, a “Material Adverse Effect” means any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, operations, earnings, financial position, stockholders’ equity or results of operations of the Guarantor and its subsidiaries, taken as a whole.

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, to each Underwriter thatof the Underwriters as follows: (a) A registration statement (No. 333-____), including a prospectus relating to the Securities, has been filed with the Securities and Exchange Commission (the "Commission") and has become effective. Such An “automatic shelf registration statement, ” as amended at the time of any Terms Agreement referred to defined in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") 405 under the Securities Act of 1933, as amended (the "“Act"”), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". on Form S-3 (bFile No. 333-194163) On the effective date in respect of the registration statement relating Notes and the Guarantees, including a form of prospectus (the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the Securitiesdate hereof, such registration statement conformed in all material respects to conformity with the requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of the Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, except that the foregoing representations do not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use therein. (c) Each document filed by the Company pursuant to the Exchange Act which is incorporated by reference in the Prospectus complied when so filed in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in the Prospectus (other than documents incorporated by reference therein relating solely to securities other than the Securities) will comply when so filed in all material respects with the Exchange Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder. The Company and the transactions contemplated by this Agreement meet the requirements of, and comply with the conditions for the use of, an automatic shelf registration statement on Form S-3 under the Act. Such registration statement, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act, is herein referred to as the “Registration Statement” and became effective under the Act upon filing with the Commission. No post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. As used herein, the term “Prospectus” means the prospectus in the form first used to confirm sales of the Notes and the Guarantees and filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 4(a) hereof. The Base Prospectus, as supplemented by each preliminary prospectus supplement relating to the Notes and the Guarantees filed with the Commission pursuant to Rule 424(b) under the Act, is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission and incorporated by reference therein prior to the termination of the offering of the Notes by the Underwriters.

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, Guarantor jointly and severally, severally represent and warrant to, to and agree with, with each Underwriter of the Underwriters that: (a) A registration statement (No. 333-____)i) At the date hereof, including the Company is a prospectus relating to the Securities“well-known seasoned issuer”, has been filed with as defined in Rule 405 under the Securities and Exchange Commission Act, (the "Commission"ii) and has become effective. Such registration statement, as amended at the earliest time after the filing of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Original Registration Statement", and Statement that the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect Company or another offering participant made a bona fide offer (within the terms meaning of Rule 164(h)(2)) of the Securities and at the terms of offering thereofdate hereof, the Company was not and is not an “ineligible issuer”, as first filed with defined in Rule 405 under the Securities Act, and (iii) the Original Registration Statement was declared effective by the Commission on November 15, 2022. No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose or pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") Section 8A under the Securities Act of 1933are pending before or, as amended to the Company’s knowledge, threatened by the Commission. (i) Each document filed or to be filed pursuant to the "Act"), including all material Exchange Act and incorporated by reference therein, is hereinafter referred to as in the "Prospectus". (b) On Time of Sale Prospectus or the effective date of the registration statement relating to the Securities, such registration statement conformed Prospectus complied or will comply when so filed in all material respects to with the requirements of the ActExchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Trust Indenture Act of 1939Registration Statement, when such part became effective, did not contain and, each such part, as amended (the "Trust Indenture Act")or supplemented, and the Rules and Regulations and did if applicable, when such amendment or supplement becomes effective, will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of the Terms Agreement referred to in Section 3, (iii) the Registration Statement and the Prospectus will conform in all material respects to the requirements as of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include date hereof does not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the case of the Prospectus, in light of the circumstances under which they were made, not misleading, (vi) each electronic road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vii) the Prospectus does not contain as of the date of the prospectus supplement forming a part thereof and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoing representations and warranties set forth in this paragraph do not apply to statements in or omissions from any in the Registration Statement, the Time of such documents Sale Prospectus or the Prospectus based upon written information relating to any Underwriter furnished to the Company in writing by any such Underwriter specifically through you expressly for use therein. (c) Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each document filed free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company pursuant to the Exchange Act which is incorporated by reference in the Prospectus complied when so filed complies or will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable rules and regulations of the Commission thereunder, and each document. Except for the free writing prospectuses, if any, hereafter filed identified in Schedule II hereto, forming part of the Time of Sale Prospectus, and electronic road shows, if any, each furnished to you before first use, neither, the Company or the Guarantor has prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. (d) The Company and each of its significant subsidiaries (as defined below) have been duly organized and are validly existing and in good standing (to the extent that such concept is applicable) under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing (to the extent that such concept is applicable) in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so incorporated by reference qualified, in good standing or have such power or authority would not, individually or in the Prospectus (other than documents incorporated aggregate, have a material adverse effect on the business, assets, financial position, shareholder’s equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by reference therein relating solely to securities other than the Securities) will comply when so filed in all material respects with the Exchange Act Company and the rules Guarantor of their respective obligations under this Agreement, the Securities and regulations thereunderthe Guarantees (a “Material Adverse Effect”). For purposes of this Agreement, “significant subsidiary” means the subsidiaries listed in Schedule III to this Agreement.

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, each Underwriter that: (a) A registration No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not, as of its respective date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the following in the Preliminary Prospectus and the Prospectus under the caption “Underwriting”: the second sentence in the third paragraph, the fifth and sixth sentences in the eighth paragraph, and the ninth paragraph (No. 333-____the “Underwriter Information”). (b) The Time of Sale Information, as of the Time of Sale, did not, and as of the Closing Date, will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and no statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom; provided, however, that this representation and warranty shall not apply to statements or omissions made in the Time of Sale Information in reliance upon and in conformity with the Underwriter Information. (c) The Company and the Guarantor (including their agents and representatives, other than the Underwriters in their capacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantor or their agents and representatives (other than a communication referred to in clauses (i), including (ii) and (iii) below), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus relating pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule 2 hereto which constitute part of the Time of Sale Information and (v) any electronic road show or other written communications, in each case approved in writing in advance by you, and the documents set forth on Schedule 4 hereto. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the Securitiesextent required thereby), did not conflict with the information contained in the Time of Sale Information or Prospectus and, when as supplemented by and when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Sale, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in any Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter Information. (d) The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Securities Commission not earlier than three years prior to the date hereof; and Exchange Commission (the "Commission") and has become effective. Such registration statement, as amended at the time no notice of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations objection of the Commission (to the "Rules and Regulations"use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company or the Guarantor. No order suspending the effectiveness of 1933, the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantor or related to the offering has been initiated or threatened by the Commission; as amended (of the "Act"), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". (b) On the applicable effective date of the registration Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement relating of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Securitiesstatements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, such registration the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements or omissions made in the Registration Statement and the Prospectus and any amendment or supplement thereto in reliance upon and in conformity with the Underwriter Information. (e) The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the Trust Indenture Act statements therein, in the light of 1939the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents become effective or are filed with the Commission, as amended (the "Trust Indenture case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act"), as applicable, and the Rules and Regulations and did will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, and on the date of the Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) , not misleading, except that the foregoing representations do not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use therein. (cf) Each document filed by The financial statements and the Company pursuant to the Exchange Act which is related notes thereto included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus complied when so filed comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1934Act, as amended (applicable, and present fairly the "Exchange Act")financial position of the Guarantor and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the rules supporting schedules included or incorporated by reference in each of the Registration Statement, the Prospectus and regulations thereunderthe Time of Sale Information present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and each document, if any, hereafter filed the Prospectus has been derived from the accounting records of the Guarantor and so its subsidiaries and presents fairly the information shown thereby. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus (other than documents incorporated by reference therein relating solely to securities other than and the Securities) will comply when so filed Time of Sale Information fairly presents the information called for in all material respects and is prepared in accordance with the Exchange Act Commission’s rules and guidelines applicable thereto. (g) Neither the Guarantor nor any of its subsidiaries has sustained, since the date of the latest audited financial statements included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the rules Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and regulations thereunderthe Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, there has not been any “Material Adverse Effect” otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus. For the purposes of this Agreement, a “Material Adverse Effect” means any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, operations, earnings, financial position, stockholders’ equity or results of operations of the Guarantor and its subsidiaries, taken as a whole.

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor jointly and severally represent and warrant to each Underwriter as of the date hereof, the Applicable Time referred to in Section 2(b) hereof and as of the Closing Date referred to in Section 6 hereof, and agree with each Underwriter as follows: (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company, the Guarantor or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act Regulations) made any offer relating to the Notes in reliance on the exemption of Rule 163 of the Securities Act Regulations (“Rule 163”) or made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) and (D) at the date hereof, each of the Company and the Guarantor was and is eligible to register and issue the Notes and the Guarantees, as the case may be, as a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Notes and the Guarantees, since their registration on the Registration Statement, have been and remain eligible for registration by the Company and the Guarantor on a Rule 405 “automatic shelf registration statement.” Neither the Company nor the Guarantor has received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form. (b) The Original Registration Statement became effective upon filing under Rule 462(e) of the Securities Act Regulations on March 28, 2012, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement and/or any notice objecting to its use has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company and the Guarantor, jointly and severally, represent and warrant toare contemplated by the Commission, and agree any request on the part of the Commission for additional information has been complied with, each Underwriter that: (a) A registration statement (No. 333-____), including Any offer that is a prospectus written communication relating to the SecuritiesNotes and the Guarantees made prior to the filing of the Original Registration Statement by the Company, the Guarantor or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the Securities Act Regulations) has been filed with the Securities Commission in accordance with the exemption provided by Rule 163 and Exchange Commission (otherwise complied with the "Commission"requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) and has become effective. Such registration statement, as amended at the time of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities Act provided by Rule 163. At the respective times the Original Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the terms of offering thereof, as first filed with the Commission Underwriters pursuant to and in accordance with Rule 424(b) ("Rule 424(b)"430B(f)(2) of the Rules and Regulations of the Commission (the "Rules and Regulations") under the Securities Act of 1933Regulations and at the Closing Date, as amended (the "Act"), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". (b) On the effective date of the registration statement relating to the Securities, such registration statement conformed Registration Statement complied and will comply in all material respects to with the requirements of the Act, Securities Act and the Securities Act Regulations and the Trust Indenture Act of 1939, as amended (the "“Trust Indenture Act"”), and the Rules rules and regulations thereunder, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus (including the prospectus or prospectuses filed as part of the Original Registration Statement or any amendment thereto) complied when so filed in all material respects with the Securities Act Regulations and did each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) issued at or prior to the Applicable Time and the Statutory Prospectus, including the Final Term Sheet prepared and filed pursuant to Section 7(b) identified on Schedule A hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet, the General Disclosure Package will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, and on the date of the Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) , not misleading, except that the foregoing representations do not apply to statements . As used in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use therein. (c) Each document filed by the Company pursuant to the Exchange Act which is incorporated by reference this subsection and elsewhere in the Prospectus complied when so filed in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in the Prospectus (other than documents incorporated by reference therein relating solely to securities other than the Securities) will comply when so filed in all material respects with the Exchange Act and the rules and regulations thereunder.this Agreement:

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, each Underwriter that: (a) A registration No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not, as of its respective date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the following in the Preliminary Prospectus and the Prospectus under the caption “Underwriting (No. 333-____Conflicts of Interest)”: the third sentence in the third paragraph, the fifth and sixth sentences in the eighth paragraph, and the ninth paragraph (the “Underwriter Information”). (b) The Time of Sale Information, as of the Time of Sale, did not, and as of the Closing Date, will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and no statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom; provided, however, that this representation and warranty shall not apply to statements or omissions made in the Time of Sale Information in reliance upon and in conformity with the Underwriter Information. (c) The Company and the Guarantor (including their agents and representatives, other than the Underwriters in their capacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantor or their agents and representatives (other than a communication referred to in clauses (i), including (ii) and (iii) below), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus relating pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule 2 hereto which constitute part of the Time of Sale Information and (v) any electronic road show or other written communications, in each case approved in writing in advance by you, and the documents set forth on Schedule 4 hereto. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the Securitiesextent required thereby), did not conflict with the information contained in the Time of Sale Information or Prospectus and, when as supplemented by and when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Sale, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in any Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter Information. (d) The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Securities Commission not earlier than three years prior to the date hereof; and Exchange Commission (the "Commission") and has become effective. Such registration statement, as amended at the time no notice of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations objection of the Commission (to the "Rules and Regulations"use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company or the Guarantor. No order suspending the effectiveness of 1933, the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantor or related to the offering has been initiated or threatened by the Commission; as amended (of the "Act"), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". (b) On the applicable effective date of the registration Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement relating of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Securitiesstatements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, such registration the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements or omissions made in the Registration Statement and the Prospectus and any amendment or supplement thereto in reliance upon and in conformity with the Underwriter Information. (e) The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the Trust Indenture Act statements therein, in the light of 1939the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents become effective or are filed with the Commission, as amended (the "Trust Indenture case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act"), as applicable, and the Rules and Regulations and did will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, and on the date of the Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) , not misleading, except that the foregoing representations do not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use therein. (cf) Each document filed by The financial statements and the Company pursuant to the Exchange Act which is related notes thereto included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus complied when so filed comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1934Act, as amended (applicable, and present fairly the "Exchange Act")financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the rules supporting schedules included or incorporated by reference in each of the Registration Statement, the Prospectus and regulations thereunderthe Time of Sale Information present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and each document, if any, hereafter filed the Prospectus has been derived from the accounting records of the Company and so its subsidiaries and presents fairly the information shown thereby. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus (other than documents incorporated by reference therein relating solely to securities other than and the Securities) will comply when so filed Time of Sale Information fairly presents the information called for in all material respects and is prepared in accordance with the Exchange Act Commission’s rules and guidelines applicable thereto. (g) Neither the Company nor any of its subsidiaries has sustained, since the date of the latest audited financial statements included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the rules Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and regulations thereunderthe Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, there has not been any “Material Adverse Effect” otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus. For the purposes of this Agreement, a “Material Adverse Effect” means any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, operations, earnings, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole.

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, each Underwriter that: (a) A registration No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not, as of its respective date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the following in the Preliminary Prospectus and the Prospectus under the caption “Underwriting”: the third sentence in the third paragraph, the fifth and sixth sentences in the eighth paragraph, and the ninth paragraph (No. 333-____the “Underwriter Information”). (b) The Time of Sale Information, as of the Time of Sale, did not, and as of the Closing Date, will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and no statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom; provided, however, that this representation and warranty shall not apply to statements or omissions made in the Time of Sale Information in reliance upon and in conformity with the Underwriter Information. (c) The Company and the Guarantor (including their agents and representatives, other than the Underwriters in their capacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantor or their agents and representatives (other than a communication referred to in clauses (i), including (ii) and (iii) below), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus relating pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule 2 hereto which constitute part of the Time of Sale Information and (v) any electronic road show or other written communications, in each case approved in writing in advance by you, and the documents set forth on Schedule 4 hereto. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the Securitiesextent required thereby), did not conflict with the information contained in the Time of Sale Information or Prospectus and, when as supplemented by and when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Sale, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in any Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter Information. (d) The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Securities Commission not earlier than three years prior to the date hereof; and Exchange Commission (the "Commission") and has become effective. Such registration statement, as amended at the time no notice of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations objection of the Commission (to the "Rules and Regulations"use of such registration statement or any post- effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company or the Guarantor. No order suspending the effectiveness of 1933, the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantor or related to the offering has been initiated or threatened by the Commission; as amended (of the "Act"), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". (b) On the applicable effective date of the registration Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement relating of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Securitiesstatements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, such registration the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements or omissions made in the Registration Statement and the Prospectus and any amendment or supplement thereto in reliance upon and in conformity with the Underwriter Information. (e) The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the Trust Indenture Act statements therein, in the light of 1939the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents become effective or are filed with the Commission, as amended (the "Trust Indenture case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act"), as applicable, and the Rules and Regulations and did will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, and on the date of the Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) , not misleading, except that the foregoing representations do not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use therein. (cf) Each document filed by The financial statements and the Company pursuant to the Exchange Act which is related notes thereto included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus complied when so filed comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1934Act, as amended (applicable, and present fairly the "Exchange Act")financial position of the Guarantor and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the rules supporting schedules included or incorporated by reference in each of the Registration Statement, the Prospectus and regulations thereunderthe Time of Sale Information present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and each document, if any, hereafter filed the Prospectus has been derived from the accounting records of the Guarantor and so its subsidiaries and presents fairly the information shown thereby. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus (other than documents incorporated by reference therein relating solely to securities other than and the Securities) will comply when so filed Time of Sale Information fairly presents the information called for in all material respects and is prepared in accordance with the Exchange Act Commission’s rules and guidelines applicable thereto. (g) Neither the Guarantor nor any of its subsidiaries has sustained, since the date of the latest audited financial statements included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the rules Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and regulations thereunderthe Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, there has not been any “Material Adverse Effect” otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus. For the purposes of this Agreement, a “Material Adverse Effect” means any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, operations, earnings, financial position, stockholders’ equity or results of operations of the Guarantor and its subsidiaries, taken as a whole.

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, Guarantor represent and warrant to, and agree with, the several Underwriters that as of the date hereof and as of the applicable Delivery Date (each Underwriter that:referred to as a "Representation Date"): (a) A registration statement (No. 333-____), including a prospectus relating to The Company and the Securities, has been Guarantor have filed with the Securities and Exchange Commission (the "Commission") joint registration statements (Nos. 33-_____ and has become effective. Such registration statement, as amended at 33-_____) relating to the time of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Debt Securities and the terms guarantees thereof of the Guarantor (the "Guarantees") and the offering thereof, as first filed with the Commission pursuant thereof from time to and time in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") 415 under the Securities Act of 1933, as amended (the "Act"), and has filed such amendments thereto as may have been required to the date hereof. Such registration statements have been declared effective by the Commission. Such registration statements, as amended or supplemented to the date hereof (including the documents incorporated by reference therein), are hereinafter collectively referred to as the "Registration Statement", and the prospectus constituting a part of such Registration Statement, as amended and as supplemented as contemplated by Section 4 to reflect the terms of the Securities and the terms of the offering thereof, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". (b) On the effective date of the registration statement relating to the SecuritiesRegistration Statement, such registration statement Registration Statement (including the documents incorporated by reference therein) conformed in all material respects to the requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), ) and the rules and regulations (the "Rules and Regulations Regulations") of the Commission and did not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of the Terms Agreement referred to in Section 3each Representation Date, the Registration Statement and the Prospectus conforms or will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and RegulationsRegulations and (i) the Registration Statement, as amended as of any such time, does not or will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and neither (ii) the Prospectus, as supplemented as of any such documents time, does not or will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein (therein, in the case of the Prospectus, in light of the circumstances under which they were made) , not misleading, except that the foregoing representations do does not apply to statements in or omissions from any of such documents based upon written information furnished to the Company or the Guarantor by any Underwriter, or on behalf of any Underwriter by the Representatives, specifically for use thereintherein or based upon the Statement of Eligibility of the Trustee under the Indenture or to statements in or omissions from such Statement of Eligibility. (c) Each document filed by the Company pursuant to the Exchange Act which is incorporated by reference in the Prospectus complied when so filed in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in the Prospectus (other than documents incorporated by reference therein relating solely to securities other than the Securities) will comply when so filed in all material respects with the Exchange Act and the rules and regulations thereunder.