Common use of Representations, Warranties and Agreements of the Company Clause in Contracts

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), with respect to the Securities has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.

Representations, Warranties and Agreements of the Company. The Each of the Company representsand the Operating Partnership, warrants jointly and agrees thatseverally, represent and warrant to, and agree with, JPMS, on and as of (i) the date hereof, (ii) each date on which the Company delivers a Transaction Notice (the “Time of Delivery”) or executes and delivers a Terms Agreement, (iii) each Time of Sale (as defined below), (iv) each Settlement Date and (v) each Bring-Down Delivery Date (as defined in Section 6(b)) (each such date listed in (i) through (v), a “Representation Date”), as follows: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), with respect to the Securities has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any There is no order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the Prospectus. The knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement and pursuant to Rule 401(g)(2) under the ProspectusAct has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date when they became hereof and, as then amended or become effective supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3ASR in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or were will comply, at the time it was or are will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date (other than the case may bedate hereof), complied or will comply as to form in all material respects respects, with the requirements of the Securities Act and Act; the Trust Indenture Act and the applicable rules and regulations Registration Statement did not, as of the Commission thereunder.time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, 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; as of each Representation Date (other than the date hereof), the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees thatwith, the Agent, on and as of (i) the date hereof, (ii) each date on which the Company receives a Transaction Acceptance (the “Time of Acceptance”), (iii) each date on which the Company executes and delivers a Terms Agreement, (iv) each Time of Sale (as defined in Section 3(a)), (v) each Settlement Date and (vi) each Bring-Down Delivery Date (as defined in Section 6(b)) (each such date listed in (i) through (vi), a “Representation Date”), as follows: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), with respect to the Securities has (i) been prepared The Registration Statement was declared effective by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used not earlier than three years prior to the filing of the Prospectusdate hereof; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any there is no order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus the Registration Statement or the Prospectus. The , and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement and pursuant to Rule 401(g)(2) under the ProspectusAct has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date when they became hereof and, as then amended or become effective supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby comply with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or were will comply, at the time it was or are will be filed with the Commission, and will comply, as the case may bethen amended or supplemented, complied or will comply as to form of each Representation Date, in all material respects respects, with the requirements of the Securities Act and Act; the Trust Indenture Act and the applicable rules and regulations Registration Statement did not, as of the Commission thereundertime of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, 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; as of each Representation Date, the Prospectus, as then amended or supplemented, will not 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 the Company makes no representation or warranty with respect to any statement in or omission from the Registration Statement or the Prospectus made in reliance upon and in conformity with information concerning the Agent and furnished in writing by or on behalf of the Agent expressly for use in the Registration Statement or the Prospectus (it being understood that such information consists solely of the information specified in Section 9(b)). As used herein, “Time of Sale” means (i) with respect to each offering of Shares pursuant to this Agreement, the time of the Agent’s initial entry into contracts with investors for the sale of such Shares and (ii) with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares.

Representations, Warranties and Agreements of the Company. The Company representsand the Operating Partnership, warrants jointly and agrees thatseverally, represent and warrant to, and agree with, the Subject Agent, on and as of (i) the date hereof, (ii) each date on which the Company receives a Transaction Acceptance (the “Time of Acceptance”), (iii) each date on which the Company executes and delivers a Terms Agreement, (iv) each Time of Sale (as defined in Section 3(a)), (v) each Settlement Date and (vi) each Bring-Down Delivery Date (as defined in Section 6(b)) (each such date listed in (i) through (vi), a “Representation Date”), as follows: (a) A The Registration Statement is an “automatic shelf registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (statement” as defined herein), with respect to the Securities has (i) been prepared by the Company in conformity with the requirements under Rule 405 of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently that has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used not earlier than three years prior to the filing of the Prospectusdate hereof; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any there is no order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the Prospectus. The knowledge of the Company and the Operating Partnership, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement and pursuant to Rule 401(g)(2) under the ProspectusAct has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date when they became hereof and, as then amended or become effective supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby comply with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or were will comply, at the time it was or are will be filed with the Commission, and will comply, as the case may bethen amended or supplemented, complied or will comply as to form of each Representation Date, in all material respects respects, with the requirements of the Securities Act Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, 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; as of each Representation Date, the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not 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 the Company and the Trust Indenture Act Operating Partnership make no representation or warranty with respect to any statement in or omission from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with information concerning the applicable rules Subject Agent and regulations furnished in writing by or on behalf of the Commission thereunderSubject Agent expressly for use in the Registration Statement, the Prospectus or such Permitted Free Writing Prospectus (it being understood that such information consists solely of the information specified in Section 9(b)). As used herein, “Time of Sale” means (i) with respect to each offering of Shares pursuant to this Agreement, the time of the Subject Agent’s initial entry into contracts with investors for the sale of such Shares and (ii) with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares.

Representations, Warranties and Agreements of the Company. The Each of the Company representsand the Operating Partnership, warrants jointly and agrees thatseverally, represent and warrant to, and agree with, DBS, on and as of (i) the date hereof, (ii) each date on which the Company delivers a Transaction Notice (the “Time of Delivery”) or executes and delivers a Terms Agreement, (iii) each Time of Sale (as defined below), (iv) each Settlement Date and (v) each Bring-Down Delivery Date (as defined in Section 6(b)) (each such date listed in (i) through (v), a “Representation Date”), as follows: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), with respect to the Securities has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any There is no order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the Prospectus. The knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement and pursuant to Rule 401(g)(2) under the ProspectusAct has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date when they became hereof and, as then amended or become effective supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3ASR in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or were will comply, at the time it was or are will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date (other than the case may bedate hereof), complied or will comply as to form in all material respects respects, with the requirements of the Securities Act and Act; the Trust Indenture Act and the applicable rules and regulations Registration Statement did not, as of the Commission thereunder.time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, 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; as of each Representation Date (other than the date hereof), the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in

Representations, Warranties and Agreements of the Company. The Company represents, represents and warrants to and agrees with you that: (a) A The Company has prepared and filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 (File Registration No. 333-130212), including a Basic Prospectus (as defined herein), with respect to 207740) that has become effective for the Securities has (i) been prepared by registration of the Company in conformity with the requirements of Shares under the Securities Act of 1933 1933, as amended (the “Securities Act”) ), and the applicable rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) SEC promulgated thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement as initially filed and any amendments each amendment thereto have been or will be delivered by the Company to the RepresentativesDealer Manager. As used in this AgreementThe registration statement and the prospectus contained therein, as finally amended at the effective date of the registration statement (the “Effective Date”), are respectively hereinafter referred to as the “Registration Statement” means such registration statement when it became effective and the “Prospectus,” except that if the Company files a prospectus or prospectus supplement pursuant to Rule 424(b) under the Securities Act, or if the Company files a post-effective amendment to the Registration Statement, the term “Prospectus” includes the prospectus filed pursuant to Rule 424(b) or the prospectus included in such post-effective amendment. The term “Preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time as part of the Registration Statement. If a separate registration statement is filed and becomes effective solely with respect to shares of the Company’s common stock offered pursuant to the DRP, the terms “Registration Statement” and “Prospectus” shall also refer to such registration statement and prospectus contained therein from time to time amended or supplemented thereafter at and after the time date of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectusregistration statement, as of the date when they became such registration statement and prospectus may be amended or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as supplemented from time to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereundertime.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees thatwith, each Underwriter that as of the date hereof, as of the Applicable Time and as of the Closing Date: (a) A An “automatic shelf registration statement statement” (as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “SECURITIES ACT”)), on Form S-3 in respect of the Notes (File No. 333-130212), including a Basic Prospectus 333- 181005) (as defined herein), with respect to the Securities has “INITIAL REGISTRATION STATEMENT”) (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and RegulationsRULES AND REGULATIONS”) of the Securities and Exchange Commission (the “CommissionCOMMISSION”) thereunder, thereunder and (ii) has been filed with the Commission under thereunder not earlier than the Securities Actdate that is three years prior to the Closing Date (as defined in Section 3 hereof). Such Initial Registration Statement, and (iii) become any post-effective amendment thereto, became effective on filing and continue to be effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement Initial Registration Statement and any amendments amendment thereto (excluding exhibits to such Initial Registration Statement but including all documents incorporated by reference in each prospectus contained therein) have been delivered (or made available at any publicly accessible website maintained by the Commission) by the Company to the Representatives. As used in this Agreement, “; and no other document with respect to such Initial Registration Statement” means Statement or any such registration statement when it became effective under the Securities Act, and as from time to time amended document incorporated by reference therein has heretofore been filed or supplemented thereafter at the time of effectiveness of such amendment or transmitted for filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date Commission. For purposes of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.,

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, each Underwriter named in the applicable Underwriting Agreement that: (a) A An “automatic shelf registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (statement” as defined herein), with respect to the Securities has (i) been prepared by the Company in conformity with the requirements of under Rule 405 under the Securities Act of 1933 1933, as amended (the “Securities Act”) and ), on Form S-3 in respect of the rules and regulations (the “Rules and Regulations”) of Securities has been filed with the Securities and Exchange Commission (the “Commission”) thereundernot earlier than three years prior to the date of the Underwriting Agreement; such registration statement, and any post-effective amendment thereto, became effective on filing; no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the 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; the various parts of such registration statement, including all exhibits thereto (iiother than the Statements of Eligibility and Qualification on Form T-1) been and including any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed by Rule 430B under the Securities Act to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the base prospectus filed as part of the Registration Statement, in the form in which it was most recently filed with the Commission prior to or on the date of the Underwriting Agreement, is hereinafter called the “Base Prospectus”; the final prospectus supplement to such prospectus (including the Base Prospectus) relating to the Securities, in the form filed or to be filed with the Commission pursuant to Rule 424(b) under the Securities Act, is hereinafter called the “Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities, in the form filed or to be filed with the Commission pursuant to Rule 424(b), is hereinafter called a “Preliminary Prospectus”; the Base Prospectus, as amended or supplemented immediately prior to the Applicable Time, including, without limitation, any Preliminary Prospectus relating to the Securities, is hereinafter called the “Pricing Prospectus”; any reference in the Underwriting Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein that were filed under the Securities Exchange Act of 1934, as amended (iii) become effective the “Exchange Act”), or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder, on or before the date of the Underwriting Agreement or the issue date of any such prospectus; any reference to “amend,” “amendment,” “supplement” or similar terms with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act or the Securities Act, as the case may be, after the date of the Underwriting Agreement or the issue date of any such prospectus which are deemed to be incorporated by reference therein; and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act. The Indenture ) relating to the Securities that (x) is required to be filed with the Commission by the Company or (y) is exempt from filing pursuant to which Rule 433(d)(5)(i) under the Securities Act because it contains a description of the Securities or the offering that does not reflect the final terms is hereinafter called an “Issuer Free Writing Prospectus”; (b) The documents incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when they were filed with the Commission or became effective, as the case may be, conformed in all material respects to the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder; none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when such documents are filed with the Commission or become effective, as the case may be, will conform in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be issued stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (c) The Registration Statement, any Preliminary Prospectus and the “Indenture”) has been qualified under Pricing Prospectus conform, and the Prospectus and any post-effective amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects, to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder; and (i) the Registration Statement and any amendment thereto, as of their applicable effective dates relating to the Securities, did not and will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any Preliminary Prospectus, the Pricing Prospectus, the Prospectus and any amendment or supplement thereto, as of their issue dates, did not and 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 and (iii) the Prospectus and the Prospectus as amended or supplemented, if applicable, at the Time of Delivery (as defined below), 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; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (d) The Company has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), and has not been, and continues not to be, an “ineligible issuer” (as such term is defined in Rule 405 under the Securities Act), in each case as from the earliest time after the filing of the Registration Statement that the Company or another offering participant made a “bona fide” offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities; (e) The Pricing Disclosure Package, as of the Applicable Time, did not contain 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 each Issuer Free Writing Prospectus identified in Schedule III of the Underwriting Agreement relating to the Securities does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that this representation and warranty shall not apply to statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (f) The Company has not made, and, without the prior written consent of the Representatives, will not make, any offer relating to the Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) required to be filed by the Company with the Commission or retained by the Company pursuant to Rule 433 under the Securities Act; provided, however, that the prior written consent of the Representatives shall be deemed to have been given with respect to the Issuer Free Writing Prospectuses identified on Schedule III of the Underwriting Agreement relating to the Securities; and the Company has complied, and will comply, with the requirements of Rule 433 under the Securities Act applicable to any such Issuer Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record-keeping; (g) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Washington, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Disclosure Package and the Prospectus; (h) The Securities have been duly authorized and, when authenticated in accordance with the Indenture and issued and delivered pursuant to the Underwriting Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (i) The Indenture has been duly authorized and duly qualified under the Trust Indenture Act and, when executed and delivered by the Company and the Trustee, at the Time of Delivery, will constitute, a valid and legally binding instrument of the Company enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforceability is considered in a proceeding in equity or at law); and (j) The Indenture conforms, and the Securities will conform, to the descriptions thereof contained in the Pricing Disclosure Package and the Prospectus.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to you, warrants and agrees with you, that: (a) A registration statement on Form S-3 (File No. 333-130212)The Registration Statement, including a Basic each Preliminary Prospectus (as defined herein)and the Prospectus, with respect to the Securities has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Securities Regulations thereunder and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this AgreementCommission; “such amendments to such Registration Statement, and each Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement such abbreviated registration statements pursuant to paragraph (2) or (5) of Rule 424(b462(b) of the Rules and RegulationsRegulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such Registration Statement, Preliminary Prospectuses and Prospectus and such abbreviated registration statements as may hereafter be required. Copies of such Registration Statement, Preliminary Prospectuses and Prospectus, including all amendments thereto, and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been or, if filed after the Commencement Date, will be, delivered or made available to you and your counsel; (b) The Schedule TO has been prepared by the Company in conformity with the requirements of the Exchange Act and the Rules and Regulations of the Commission thereunder and has been filed with the Commission; such amendments to such Schedule TO as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such Schedule TO as may hereafter be required. Copies of such Schedule TO, including all amendments thereto and all documents incorporated by reference therein have been or, if filed after the Commencement Date will be, delivered made available to you and your counsel; (c) The Registration Statement, including a Preliminary Prospectus, has been filed as of the Commencement Date and will become effective not later than the Expiration Date; and the Commission has not issued or to the Company’s knowledge threatened to issue any order refusing or suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or Prospectus or instituted or to the ProspectusCompany’s knowledge threatened to institute proceedings for that purpose. The Exchange Offer Materials, including the Registration Statement Statement, the Schedule TO, each Preliminary Prospectus and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commissioncomply and, as the case may beamended or supplemented, complied or if applicable, will comply as to form in all material respects with the Securities Act, the Exchange Act and the TIA, and the applicable Rules and Regulations of the Commission thereunder; (d) At the respective times the Registration Statement (or any post effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Rules and Regulations increasing the size of the offering registered under the Act) is or was declared effective by the Commission, and at the Closing Date, (i) the Registration Statement (as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, and (ii) the Registration Statement (as so amended and/or supplemented) did not or will not include 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; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, specifically for use in the preparation thereof; (e) None of any Preliminary Prospectus, the Prospectus or other Exchange Offer Materials, or any amendments or supplements thereto, at the time they were or are issued, at the Expiration Date or at the Closing Date contained or will 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, in light of the circumstances in which they were or are made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, specifically for use in the preparation thereof. Each Preliminary Prospectus, the Prospectus, the other Exchange Offer Materials and any amendment or supplement thereto conformed or will conform in all material respects to the requirements of the Securities Act, the Exchange Act and the Trust Indenture Act Rules and Regulations, and each Preliminary Prospectus, the Prospectus and other Exchange Offer Materials delivered to you for use in connection with the Exchange Offer was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (f) As of the Applicable Time, neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Applicable Time, the Statutory Prospectus and the applicable rules information included on Schedule I hereto, and regulations the Exchange Offer Materials, all considered together (collectively, the “Pricing Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Pricing 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 Commission thereunder.circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the Registration Statement or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Dealer Manager through you specifically for use therein. In the event this Agreement is executed before the Applicable Time, the parties agree that Schedule I hereto shall be completed subsequent to the execution of this Agreement and no later than the Applicable Time. As used in this paragraph and elsewhere in this Agreement:

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-130212)S-1, including a Basic Prospectus (as defined herein)and amendments thereto, with respect to the Securities Stock has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933 1933, as amended (the “"Securities Act”) "), and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any the amendments thereto have been delivered by the Company to you as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, “Registration Statement” "Effective Time" means the date and the time as of which such registration statement when statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act, Act and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic any prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before by the date Company pursuant to Rule 424(a) of this Agreementthe Rules and Regulations; “Preliminary Prospectus” "Registration Statement" means each preliminary prospectus supplement (such registration statement, as amended at the Effective Time, including all documents incorporated therein by reference) to information contained in the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the final prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness Regulations in accordance with Section 6(a) hereof and deemed to be a part of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, registration statement as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as Effective Time pursuant to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.paragraph (b)

Representations, Warranties and Agreements of the Company. The Company representshereby represents and warrants to, warrants and agrees that:with, each Underwriter as of the date hereof, and as of the Closing Date (hereinafter defined) and each Option Closing Date (hereinafter defined), if any, as follows (it being expressly understood and agreed that "materiality" for purposes of this Agreement shall be determined by the Lead Representative in its sole and reasonable discretion): (a) A registration statement on Form S-3 SB-2 (File No. 333-130212), including a Basic Prospectus (as defined herein), 14339) with respect to the Securities Shares, the Underwriters' Warrants and the Underwriters' Warrant Stock, including a prospectus subject to completion, has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “Securities "Act”) "), and the applicable rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) under the Act and has been filed with the Commission (such rules and regulations under the Act and under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Exchange Act of 19391934, as amended (the “Trust Indenture "Exchange Act”"), are hereinafter referred to as the "Rules and Regulations"); such amendments to such registration statement and such amended prospectuses subject to completion as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement and such amended prospectuses subject to completion as may hereafter be required. Copies of such registration statement and any amendments thereto and of each related prospectus subject to completion (the "Preliminary Prospectuses") have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such If the registration statement when it became relating to the Shares has been declared effective under the Securities ActAct by the Commission, the Company will prepare and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement promptly file with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by referenceinformation omitted from the registration statement pursuant to Rule 430A(a) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; Rules and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement Regulations pursuant to paragraph subparagraph (21) or (54) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness Regulations or as part of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.a

Representations, Warranties and Agreements of the Company. (a) The Company represents, represents and warrants to and agrees with you that: (ai) A The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Act"); a registration statement on Form S-3 (File Registration No. 333-130212)24773) on Form S-3, including a Basic Prospectus (as defined herein), with respect prospectus relating to the Securities registration of the Shares and such other securities which may be offered from time to time in accordance with Rule 415 under the Act, and such amendments to such registration statement as may have been required to the date of this Agreement, has (i) been carefully prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933 Act, and the Rules and Regulations (the “Securities Act”) and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been was filed with the Commission under the Securities Act, and (iii) become was declared effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939on April 22, as amended (the “Trust Indenture Act”)1997. Copies of such registration statement and statement, including any amendments thereto thereto, each related preliminary prospectus contained therein, the exhibits, financial statements and schedules have heretofore been delivered by the Company to you. A prospectus supplement (the Representatives"Prospectus Supplement") setting forth the terms of the offering, sale and plan of distribution of the Shares and additional information concerning the Company and its business has been or will be so prepared and will be filed pursuant to Rule 424(b) of the Rules and Regulations on or before the second business day after the date hereof (or such earlier time as may be required by the Rules and Regulations). As used in this Agreement, “The term "Registration Statement” " as used herein means such the registration statement when statement, and the basic prospectus included therein, as amended at the time it or any amendment thereto became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement any Annual Report on Form 10-K is filed by the Company with the Commission (the "Effective Date"), including financial statements and all exhibits and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act. Any document filed by reference); “Basic Prospectus” means the basic prospectus Company under the Securities Exchange Act of 1934, as amended (including all documents the "Exchange Act") after the effective date of the Registration Statement or the date of the Prospectus Supplement and incorporated therein by reference) reference in the Prospectus shall be deemed to be included in the Registration Statement referred to above in and the form in which it most recently has been filed with the Commission on or before Prospectus as of the date of this Agreement; “Preliminary such filing. The term "Prospectus” " as used herein means each preliminary (i) the basic prospectus supplement (including all documents incorporated therein included in the Registration Statement at the Effective Date, as supplemented by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, Supplement as first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending , except that, if such basic prospectus is amended or supplemented subsequent to the effectiveness Effective Date, the term "Prospectus" shall refer to the basic prospectus as so amended or supplemented and as further supplemented by the Prospectus Supplement, (ii) if no such filing is required, the form of final prospectus included in the Registration Statement at the Effective Date or preventing (iii) if a Term Sheet or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement Abbreviated Term Sheet (as such terms are defined in Rule 434(b) and the Prospectus434(c), as respectively, of the date when they became or become effective under the Securities Act or were or are Rules and Regulations) is filed with the CommissionCommission pursuant to Rule 424(b)(7) of the Rules and Regulations, as the case may be, complied Term Sheet or will comply as to form in all material respects Abbreviated Term Sheet and the last Preliminary Prospectus filed with the requirements Commission prior to the time the Registration Statement became effective, taken together (including, in each case, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.Act). The term

Representations, Warranties and Agreements of the Company. The Company represents, represents and warrants to and agrees with the Initial Purchasers as of the date hereof and as of the Closing Date that: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), with respect to the Securities has (i) been prepared by the Company in conformity with the requirements Each of the Securities Act of 1933 (the “Securities Act”) preliminary offering memorandum and the rules and regulations (Offering Memorandum, as of its respective date, contains all the “Rules and Regulations”information that, if requested by a prospective purchaser, would be required to be provided pursuant to Rule 144A(d)(4) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. Each of the preliminary offering memorandum and the Offering Memorandum, as of its respective date, did not, and at the Closing Date, the Offering Memorandum and any amendment or supplement thereto will not, 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, in light of the circumstances under which they were made, not misleading. The Indenture pursuant preceding sentence does not apply to which information contained in or omitted from the Securities will be issued preliminary offering memorandum or the Offering Memorandum (or any supplement or amendment thereto) in reliance upon and in conformity with written information relating to the Initial Purchasers furnished to the Company by or on behalf of the Initial Purchasers specifically for use therein (the “Indenture”"Initial Purchasers' Information"). The parties acknowledge and agree that the Initial Purchasers' Information consists solely of the last paragraph of text on the cover page of the Offering Memorandum, the stabilization legend on page four of the Offering Memorandum and the third, sixth and eighth paragraphs under the caption "Plan of Distribution" in the Offering Memorandum. (b) Each of the Company and the Subsidiaries (as defined below) has been qualified duly incorporated (or the equivalent thereof, in the case of Subsidiaries other than Domestic Subsidiaries) and each Domestic Subsidiary is validly existing as a corporation in good standing under the Trust Indenture Act laws of 1939, as amended (the “Trust Indenture Act”)its jurisdiction of incorporation. Copies Each of such registration statement and any amendments thereto have been delivered by the Company and the Subsidiaries is duly qualified to do business and is in good standing (or the Representatives. As used equivalent thereof, in this Agreement, “Registration Statement” means the case of Subsidiaries other than Domestic Subsidiaries) as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such registration statement when it became effective under the Securities Actqualification, and as from time has all power and authority necessary to time amended own or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.hold its

Representations, Warranties and Agreements of the Company. The ---------------------------------------------------------------- Company represents, warrants warrants, and agrees that: (a) A registration statement on Form S-3 SB-1 (File No. 333-130212), including a Basic Prospectus (as defined herein), the "SB-1") with respect to the Securities Company's proposed offering of the Shares (the "Offering") has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “"Securities Act”") and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which A true and correct copy of the Securities will be issued (the “Indenture”) SB-1 has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the RepresentativesEquitrade. As used in this Agreement, “Registration Statement” "Effective Time" means with respect to the SB-1, the date and the time as of which such registration statement when statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time of the SB-1; "Preliminary Prospectus" means each prospectus included in the SB-1 or amendments thereof, before it became effective under the Securities Act, and ; "Primary Registration Statement" means the SB-1 as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement filed with the Commission (Commission, including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included information contained in the Registration Statement referred to above in the form in which it most recently has been final prospectus filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) pursuant to the Basic Prospectus Rules and specifically relating Regulations and deemed to the Securities used prior to the filing be a part of the ProspectusRegistration Statement as of the Effective Time of the SB-1 pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “"Prospectus” " means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securitiessuch final prospectus, together with any amendments or supplements thereto, as first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (21) or (54) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.

Representations, Warranties and Agreements of the Company. (a) The Company represents, represents and warrants to and agrees with the Placement Agents that: (ai) A The Company has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 (File Registration No. 333-130212)114133) on Form S-3 for the registration of equity securities of the Company, including a Basic Prospectus (as defined herein)the Securities, with respect to the Securities which has (i) been prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “Securities "1933 Act”) "), and the rules and regulations thereunder (the “"1933 Act Rules and Regulations”") of the Securities and Exchange Commission (SEC. Such registration statement has been declared effective by the “Commission”) thereunder, (ii) been filed with SEC. The Company meets the Commission requirements for use of Form S-3 under the Securities 1933 Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A of the 1933 Act Rules and Regulations) contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to you. A final prospectus containing information permitted to be omitted at the Representativestime of effectiveness by Rule 430A of the 1933 Act Rules and Regulations will be filed promptly by the Company with the SEC in accordance with Rule 424(b) of the 1933 Act Rules and Regulations. As used in this Agreement, “The term "Registration Statement” " as used herein means such the registration statement when as amended at the time it became effective under the Securities Act1933 Act (the "Effective Date"), including financial statements and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all exhibits and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act and, if applicable, the information deemed to be included by referenceRule 430A of the 1933 Act Rules and Regulations. If an abbreviated registration statement is prepared and filed with the SEC in accordance with Rule 462(b) under the 1933 Act (an "Abbreviated Registration Statement"); “Basic , the term "Registration Statement" as used in this Agreement includes the Abbreviated Registration Statement. The term "Prospectus” " as used herein means the basic prospectus (including all documents incorporated therein by reference) constituting a part of the Registration Statement and included in the Registration Statement referred to above in at the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means Effective Date, as supplemented by each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing offering of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with including any amendments or supplements thereto, first such prospectus supplement filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the 1933 Act Rules and Regulations (the "Prospectus Supplement") and including any information and documents included therein from time to time by reference pursuant to Item 12 of Form S-3 under the 1933 Act. The term "Preliminary Prospectus" as used herein shall mean a preliminary prospectus as contemplated by Rule 430 or 430A of the 1933 Act Rules and Regulations included at any time in the Registration Statement, including any such preliminary prospectus supplement relating to the Securities filed by the Company pursuant to the 1933 Act containing a "subject to completion" legend as described in paragraph 10 of Item 501 of Regulation S-K of the 1933 Act Rules and Regulations. The Commission has not issued any order suspending For purposes of this Agreement, the effectiveness of words "amend," "amendment," "amended," "supplement" or "supplemented" with respect to the Registration Statement or preventing the Prospectus shall mean amendments or suspending supplements to the use of any Preliminary Prospectus Registration Statement or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply ; as well as documents filed after the date of this Agreement and prior to form in all material respects with the requirements completion of the distribution of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunderincorporated by reference therein as described above.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company on Form S-3 S-1 (File No. 333-130212)153645) (including all pre-effective amendments thereto, including a Basic Prospectus (as defined herein), with the “Initial Registration Statement”) in respect to of the Securities has (i) been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunderpursuant to the Securities Act of 1933, as amended (ii) been filed with the Commission “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which rules and regulations of the Securities will be issued Commission thereunder (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture ActRules and Regulations”). Copies of such registration statement The Initial Registration Statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreementpost-effective amendment thereto, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above each in the form in which it most recently has heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been filed with declared effective by the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus in such form and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with meet the requirements of the Securities Act and the Trust Indenture Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the applicable rules Rules and regulations Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission thereunder.on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “

Representations, Warranties and Agreements of the Company. The Company represents, represents and warrants to and agrees with the Underwriter that: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), with respect to the Securities 85162) has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) 1933, as amended, and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunderthereunder (collectively, the "SECURITIES ACT"), (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The , and the Base Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”"TRUST INDENTURE ACT"). Copies of such registration statement (and any amendments thereto) and all exhibits thereto have been delivered by the Company to the Representativesyou. As used in this Agreement, “(i) "REGISTRATION STATEMENT" means the Registration Statement” means such registration statement Statement on Form S-3 (File No. 333-85162), when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at (or if any post-effective amendment to the time of effectiveness of such amendment or filing of such supplement Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, then the time that the most recent such amendment has been declared or become effective by the Commission); (including ii) "EFFECTIVE TIME" means the date and the time as of which such Registration Statement was declared effective by the Commission; (iii) "EFFECTIVE DATE" means the date of the Effective Time; (iv) "BASE PROSPECTUS" means the prospectus (together with all documents incorporated therein by reference), dated May 9, 2002, and included in Registration Statement No. 333-85162 ; “Basic Prospectus” (v) "SUPPLEMENTAL PROSPECTUS" means the basic prospectus supplement (including together with all documents incorporated therein by reference), dated June 26, 2003, relating to the Securities and the Conversion Shares; (vi) included in "PRELIMINARY PROSPECTUS" means any preliminary form of the Registration Statement referred to above in the form in Prospectus (including any supplement thereto) which it most recently has been filed pursuant to Rule 424 of the Rules and Regulations (as hereinafter defined) and (vii) "Prospectus" means the Base Prospectus and the Supplemental Prospectus relating to the Securities and the Conversion Shares, as filed with the Commission on or before pursuant to paragraph (b) of Rule 424 of the date rules and regulations of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement the Commission under the Securities Act (including all documents incorporated therein by reference) the "RULES AND REGULATIONS"). Reference made herein to the Basic Preliminary Prospectus and specifically as amended or supplemented shall include, without limitation, any prospectus relating to the Securities used prior to and the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first Conversion Shares filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) 424 of the Rules and RegulationsRegulations which amends or supplements the Prospectus. Reference made herein to the Registration Statement or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement, or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "EXCHANGE ACT") after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), 57382) with respect to the Securities Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “"Securities Act”) "), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to you as the RepresentativesUnderwriter. As used in this Agreement, “Registration Statement” "Effective Time" means the date and the time as of which such registration statement when statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such registration statement, or amendments thereto, before it became effective under the Securities Act, Act and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic any prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before by the date Company with the consent of this Agreementthe Underwriter pursuant to Rule 424(a) of the Rules and Regulations; “Preliminary Prospectus” "Registration Statement" means each preliminary prospectus supplement (such registration statement, as amended at the Effective Time, including all documents incorporated therein by reference) to information contained in the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the final prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and "Prospectus" means the prospectus supplement and the accompanying prospectus and all information incorporated by reference therein at such time, in the form first used to confirm sales of Stock. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended ("Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any periodic report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) FILINGS UNDER SECURITIES LAWS. (i) A registration statement on Form S-3 (File Noregistration no. 333-130212), including a Basic Prospectus (as defined herein), 72160) setting forth information with respect to the Securities Company and the Company's senior debt securities, shares of Common Stock, stock purchase contracts and certain other securities (A) has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) 1933, as amended, and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunderthereunder (collectively, the "SECURITIES ACT"), (iiB) has been filed with the Commission under the Securities Act, Act and (iiiC) become became effective under the Securities Act. The Act on November 7, 2001, and the Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”"TRUST INDENTURE ACT"). Copies of such registration statement and any amendments all exhibits thereto have been delivered by the Company to the Representativesyou. As used in this Agreement, “Registration Statement” "EFFECTIVE TIME" means the date and the time as of which such registration statement when statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "EFFECTIVE DATE" means the date of the Effective Time; "PRELIMINARY PROSPECTUS" means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act, Act and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic any prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before by the date Company with the consent of this AgreementXxxxxx Brothers Inc. pursuant to Rule 424(a) under the Securities Act; “Preliminary Prospectus” "REGISTRATION STATEMENT" means each preliminary prospectus supplement (such registration statement, as amended as of the Effective Time, including all documents incorporated therein by reference) to information contained in the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the final prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) under the Securities Act and deemed to be a part of the Rules registration statement as of the Effective Time pursuant to Rule 430A of the Securities Act; and Regulations"PROSPECTUS" means the prospectus (including any supplement thereto) in the form first used to confirm sales of Corporate PIES. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunderStatement.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A An “automatic shelf registration statement statement” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (File No. 333-130212)272429) in respect of the Shares, including a Basic Prospectus form of prospectus (as defined hereinthe “Base Prospectus”), with respect to the Securities has (i) been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Securities Act of 1933 (the “Securities 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 and comply with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the Base Prospectus, as supplemented by the most recent preliminary prospectus (iiincluding any preliminary prospectus supplement) been relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act, and including the documents incorporated in the Base Prospectus by reference (iiicollectively, the “Preliminary Prospectus”), and the exhibits, financial statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been made available by the Company to the Underwriters. Such registration statement, together with any registration statement filed by the Company pursuant to Rules 413(b) and 462(f) under the Securities Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Securities Act and contained in the Prospectus referred to below, has become effective under the Securities ActAct and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. The Indenture “Prospectus” means the form of prospectus relating to the Shares first filed with the Commission pursuant to which and within the time limits described in Rule 424(b) under the Securities will Act and in accordance with Section 5(a)(i) hereof. Any reference herein to the Registration Statement, the Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be issued (deemed to refer to and include any documents incorporated by reference therein, and, in the “Indenture”case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) has been qualified under the Trust Indenture Act Securities Act, and prior to the termination of 1939, as amended (the “Trust Indenture Act”). Copies offering of such registration statement and any amendments thereto have been delivered the Shares by the Company to the RepresentativesUnderwriters. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.:

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-130212106346) (the “Initial Registration Statement”), including a Basic Prospectus (as defined herein)prospectus, relating to, among other securities, the Stock and the offering thereof from time to time in accordance with respect to the Securities has (i) been prepared by the Company in conformity with the requirements of Rule 415 under the Securities Act of 1933 1933, as amended (the “Securities Act”). The Initial Registration Statement has been declared effective by the Commission. The Company has also prepared a registration statement to register an increase in the size of the offering and filed it with the Commission under Rule 462(b) and under the rules and regulations Securities Act (the “Rules and RegulationsRule 462(b) Registration Statement”) ), which became effective upon filing. As provided in Section 4(a), a prospectus supplement reflecting the terms of the offering of the Stock and the other matters set forth therein has been prepared and will be filed pursuant to Rule 424 under the Securities and Exchange Commission Act. Such prospectus supplement, in the form first filed after the Effective Time (the “Commission”as defined below) thereunder, (ii) been filed with the Commission pursuant to Rule 424 under the Securities Act, is herein referred to as the “Prospectus Supplement”. The Initial Registration Statement, as amended at the Effective Time, including the exhibits thereto and (iiithe documents incorporated by reference therein, and the Rule 462(b) become effective Registration Statement are herein called the “Registration Statement”, and the basic prospectus included therein relating to all offerings of securities under the Registration Statement, as supplemented by the Prospectus Supplement, is herein called the “Prospectus”, except that, if such basic prospectus is amended or supplemented on or prior to the date on which the Prospectus Supplement is first filed pursuant to Rule 424 under the Securities Act. The Indenture , the term “Prospectus” shall refer to the basic prospectus as so amended or supplemented and as supplemented by the Prospectus Supplement, in either case including the documents filed by the Company with the Commission pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Exchange Act of 19391934, as amended (the “Trust Indenture Exchange Act”). Copies of such registration statement and any amendments thereto have been delivered , that are incorporated by the Company to the Representativesreference therein. As used in this Agreementherein, “Effective Time” means the date and the time as of which the Initial Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission, or the most recent deemed amendment was filed with the Commission. “Effective Date” means such registration statement when it the date of the Effective Time; “Preliminary Prospectus Supplement” means the Prospectus Supplement dated May 18, 2004 relating to the offering of Common Stock under the Registration Statement, or amendments thereof, after the Registration Statement became effective under the Securities Act, Act but containing a “Subject to Completion” legend comparable to that contained in paragraph 10 of Item 501 under Regulation S-K of the Rules and Regulations (as from time defined below). Any reference to time amended or supplemented thereafter at any deemed amendment to the time of effectiveness of such amendment or Registration Statement shall refer to and include any filing of such supplement with an annual report of the Commission (including all documents Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Initial Registration Statement that is incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included reference in the Registration Statement referred as well as the other documents incorporated by reference therein pursuant to above Item 12 of Form S-3 under the Securities Act. Reference made herein to any Prospectus, Preliminary Prospectus Supplement or Prospectus Supplement shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Prospectus, Preliminary Prospectus Supplement or Prospectus Supplement, as the case may be, and any reference to any amendment or supplement to any Prospectus, Preliminary Prospectus Supplement or Prospectus Supplement shall be deemed to refer to and include any document filed under the Exchange Act after the date of such Prospectus, Preliminary Prospectus Supplement or Prospectus Supplement, as the case may be, and incorporated by reference in such Prospectus, Preliminary Prospectus Supplement or Prospectus Supplement, as the form in which it most recently has been case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2Section 13(a) or (5) of Rule 424(b15(d) of the Rules and RegulationsExchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunderSupplement.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, the several Underwriters that: (a) A registration statement on Form S-3 (File No. 333-130212identified in Schedule I hereto), including a Basic Prospectus (as defined herein)together with amendments thereto, if any, with respect to the Securities Shares has (i) been prepared by the Company in conformity and filed with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed in conformity with the rules, regulations and releases of the Commission (the "Rules and Regulations") under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 19391933, as amended (the “Trust Indenture "Act”"). Such registration statement has been declared effective by the Commission. Copies of such said registration statement statement, together with all amendments thereto, if any, including the exhibits filed therewith, have heretofore been delivered to the Representative, and copies of any amendments thereto have been thereto, including the exhibits filed therewith, which shall be subsequently filed will be so delivered by the Company to the RepresentativesRepresentative. As used in this Agreement, “the term "Registration Statement” " means such said registration statement when it became effective under the Securities Actstatement, including exhibits, financial statements and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic , as amended to the date hereof. As used in the Agreement, (i) the term "Prospectus” " means (A) if a preliminary prospectus supplement with respect to the basic Shares was prepared in conformity with the Rules and Regulations and, together with the prospectus (including all documents incorporated therein by reference) in the form included in the Registration Statement referred to above in the form in which it most recently has been Statement, filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending Regulations ("Rule 424(b)"), such preliminary prospectus supplement and prospectus completed to reflect the effectiveness terms of the sale of the Shares, (B) if no such preliminary prospectus supplement was so prepared and filed, the prospectus in the form included in the Registration Statement as to be supplemented by a prospectus supplement reflecting the terms of the offering of the Shares or preventing or suspending (c) if the use of any Preliminary Prospectus or Shares are to be offered without a prospectus supplement, the Prospectus. The prospectus in the form included in the Registration Statement and completed to reflect the Prospectusterms of such offering, as of in each case proposed to be filed on or about the date when they became or become effective under the Securities Act or were or are filed hereof with the CommissionCommission pursuant to Rule 424(b), as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.3 -3-

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-13021275937), including a Basic Prospectus (as defined herein)and an amendment or amendments thereto, with respect to the Securities has offering and sale of securities of the Company, including the Stock have (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “"Securities Act”) "), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The Indenture registration statement, as amended at the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with such Rule. The Company proposes to file with the Commission pursuant to which Rule 424(b) under the Securities will Act ("Rule 424(b)") a supplement to the form of prospectus included in the registration statement relating to the initial offering of the Stock and the plan of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Company to be issued set forth therein. The term "Registration Statement" means the registration statement, as amended at the date of this Agreement and as amended from time to time hereafter, including the exhibits thereto, and all documents incorporated therein by reference pursuant to Item 12 of Form S-3 (the “Indenture”"Incorporated Documents"), and the prospectus, in the form in which it appeared in the Registration Statement at the time the Registration Statement became effective, including the Incorporated Documents, is hereinafter referred to as the "Basic Prospectus"; and such supplemented form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) has been qualified (including the Basic Prospectus as so supplemented), is hereinafter called the "Final Prospectus". The form of preliminary prospectus included in Amendment No. 1 to the registration statement as filed with the Commission on July 29, 1999, including the form of preliminary prospectus supplement dated July 29, 1999 relating to the Stock which was also included therein, is hereinafter referred to as the "Preliminary Prospectus". Any reference herein to the Registration Statement, the Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Incorporated Documents which were filed under the Trust Indenture Securities Exchange Act of 19391934, as amended (the “Trust Indenture "Exchange Act”"), on or before the date of this Agreement, the issue date of the Preliminary Prospectus or the issue date of the Final Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any Incorporated Documents under the Exchange Act after the date of this Agreement or the issue date of the Basic Prospectus, the Preliminary Prospectus or the Final Prospectus, as the case may be, and deemed to be incorporated therein by reference. Copies of the Registration Statement (including any amendment or amendments to such registration statement and any amendments thereto Registration Statement have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunderUnderwriter.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement Registration statements on Form S-3 F-3 (File NoNos. 333-130212227164 and 222171), including a Basic Prospectus prospectus, relating to various securities (as defined hereinthe “Shelf Securities”), with respect including the Stock to be issued from time to time by the Securities Company, has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “Securities Act”) ), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, ; (ii) been filed with the Commission under the Securities Act, ; and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement statements and any amendments amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statements described above, as amended to the date of this Agreement, including (i) all documents filed as a part thereof and (ii) any information contained in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B under the Securities Act, to be part of the registration statement at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act (the “Effective Date”). The related prospectus covering the Shelf Securities dated September 10, 2018 is hereinafter referred to as the “Base Prospectus.” “Prospectus,” as used herein, means the Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Stock in the form first used to confirm sales of the Stock (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act). As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.:

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees thatas follows: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), with respect to the Securities Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “Securities Act”) ), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to the Representativesyou. As used in this Agreement, “Registration StatementEffective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus Supplement” means each preliminary prospectus supplement amending or supplementing the Base Prospectus (as defined below) after the registration statement when it became effective under the Securities Act, Act but containing a “Subject to Completion” legend comparable to that contained in paragraph 10 of Item 501 under Regulation S-K of the Rules and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this AgreementRegulations; “Preliminary Prospectus” means the Base Prospectus and each preliminary Preliminary Prospectus Supplement”; “Prospectus Supplement” means the final prospectus supplement (including all documents incorporated therein by reference) amending or supplementing the Base Prospectus in the form filed after the Effective Time pursuant to the Basic Prospectus and specifically relating to the Securities used prior to the filing Rule 424 of the ProspectusRules and Regulations and first used in connection with sales of the Stock; and “Prospectus” means the Prospectus Supplement and the accompanying base prospectus supplement included in the Registration Statement (the “Base Prospectus”) in the form first used in connection with sales of the Stock; and “Registration Statement” means the effective registration statement on Form S-3 (Registration Statement No. 333-41308), as amended at the Effective Time, including all documents incorporated by reference therein by reference) at such time and all information contained in the Prospectus. Reference made herein to any Preliminary Prospectus Supplement, Preliminary Prospectus, Base Prospectus or to the Basic Prospectus shall be deemed to refer to and specifically relating include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Securities, together with Registration Statement shall be deemed to include any amendments or supplements thereto, first annual report of the Company filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2Section 13(a) or (5) of Rule 424(b15(d) of the Rules and RegulationsExchange Act after the Effective Time that is incorporated by reference in the Registration Statement. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as or suspending the effectiveness of the date when they became or become effective under Registration Statement, and no proceedings for such purpose have been instituted or, to the Securities Act or were or are filed with knowledge of the Company, threatened by the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-130212[ ]), including a Basic Prospectus (as defined herein), with respect to the Securities has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder. The initial Effective Date of the Registration Statement was not earlier than three years before the Applicable Time (as that term is defined in the Terms Agreement).

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants (at and as of the date hereof and at and as of the Closing Date (as defined in Section 5 hereof)) to, warrants and agrees with, the Underwriter that: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), with 83436) in respect to the Securities has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of Shares has been filed with the Securities and Exchange Commission (the “Commission”); such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, has been declared effective by the Commission in such form; no other document with respect to such registration statement (or document incorporated by reference therein) thereunder, (ii) has heretofore been filed with the Commission; no stop order suspending the effectiveness of such registration statement or any post-effective amendment thereto has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 19391933, as amended (the “Trust Indenture Act”). Copies , being hereinafter called a “Preliminary Prospectus”); the various parts of such registration statement, including all exhibits thereto and including (i) the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective, each as amended at the time such part of the registration statement became effective, and (ii) any post-effective amendment or amendments thereto have been delivered by of the Company registration statement filed pursuant to Rule 462 under the Representatives. As used in this AgreementAct, being hereinafter called the “Registration Statement” means such registration statement when it became effective under ”; the Securities Actprospectus, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it has most recently has been filed, or transmitted for filing with the Commission prior to or on the date hereof under the Act, being hereinafter called the “Prospectus”; any reference herein to any Preliminary Prospectus or 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 date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the Shares in the form in which it is filed with the Commission on or before pursuant to Rule 424(b) under the Act in accordance with Section 6(a) hereof, including any documents incorporated by reference therein as of the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement such filing; (including all documents incorporated therein by referenceb) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any No order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement Prospectus has been issued by the Commission, and each Preliminary Prospectus and the Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did 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, 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 the Underwriter or by any Selling Stockholder expressly for use therein; (c) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, 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; provided, however, that this representation and warranty shall not apply to any statement or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriter or by any Selling Stockholder expressly for use therein; (d) The documents incorporated by reference in the Prospectus, when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form conformed in all material respects with to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder 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; (e) Since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, neither the Company nor any of its subsidiaries has sustained 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 Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock (other than shares of Common Stock repurchased by the Company under its previously announced stock repurchase program and shares issued or issuable pursuant to employee and director stock option plans, the director compensation plan and employee stock purchase plans, in each case as in effect on the date hereof) or any increase in excess of $150 million in the aggregate in the consolidated long-term debt of the Company and its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Prospectus; (f) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as would not and do not have, either individually or in the aggregate, any material adverse effect on the general affairs, business, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not and do not have, either individually or in the aggregate, any material adverse effect on the general affairs, business, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (g) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; each of the Company’s subsidiaries that is a corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; the Company’s subsidiaries that are limited partnerships or limited liability companies have been duly organized and are validly existing as limited partnerships or limited liability companies in good standing under the laws of the states of their respective organization with power and authority (partnership or corporate and other) to own their properties and conduct their businesses, and have been duly qualified as foreign limited partnerships or limited liability companies for the transaction of business and are in good standing under the laws of each other jurisdiction in which they own or lease properties, or conduct any business, so as to require such qualification, or are subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and all of the outstanding shares of capital stock of, or equity interests in, each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, equities or claims, except for 118 shares of the 1,200 outstanding shares of preferred stock, $100 par value, of AutoZone Development Corporation; (h) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company (including the Shares to be sold by the Selling Stockholders to the Underwriter hereunder) have been duly and validly authorized and issued, are fully paid and non-assessable and conform to the description of the Common Stock contained in the Prospectus; (i) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, stock option or other employee benefit plan, or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Articles of Incorporation or By-laws of the Company or any of its subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties; no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, except the registration under the Act of the Shares and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriter; and this Agreement has been duly authorized, executed and delivered by the Company; (j) Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is subject which, if determined adversely to the Company or any of its subsidiaries, would, either individually or in the aggregate, have a material adverse effect on the general affairs, business, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (k) There are no contracts or other documents of a character required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Act or by the rules and regulations of the Commission thereunder which have not been described in the Prospectus or filed as exhibits to the Registration Statement; and (l) Ernst & Young LLP, who have certified certain financial statements of the Company, are independent public accountants as required by the Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 33333-130212), including a Basic Prospectus (as defined herein), 53717) and an amendment or amendments thereto with respect to the Registered Securities has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “"Securities Act”) "), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, thereunder and (ii) been filed with the Commission under the Securities Act, and (iii) . Such registration statement has become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939registration statement, as amended (at the “Trust Indenture Act”)date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with such Rule. Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective The Company proposes to file with the Commission pursuant to Rule 424(b) under the Securities ActAct ("Rule 424(b)") a supplement to the form of prospectus included in the registration statement relating to the initial offering of the Securities and the plan of distribution thereof and has previously advised the Underwriters of all further information (financial and other) with respect to the Company to be set forth therein. The term "Registration Statement" means the registration statement, as amended at the date of this Agreement and as amended from time to time amended or supplemented thereafter at hereafter, including the time of effectiveness of such amendment or filing of such supplement with the Commission (including exhibits thereto, and all documents incorporated therein by referencereference pursuant to Item 12 of Form S-3 (the "Incorporated Documents"); “, and such prospectus as then amended, including the Incorporated Documents, is hereinafter referred to as the "Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above "; and such supplemented form of prospectus, in the form in which it most recently has been shall be filed with the Commission pursuant to Rule 424(b) (including the Basic Prospectus as so supplemented), is hereinafter called the "Final Prospectus". The Basic Prospectus, as the same may be amended or supplemented from time to time, including, without limitation, by any preliminary form of prospectus supplement relating to the Securities, which has heretofore been filed pursuant to Rule 424(b) is hereinafter called the "Interim Prospectus". Any reference herein to the Registration Statement, any Interim Prospectus or the Final Prospectus shall be deemed to refer to and include the Incorporated Documents which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before the date of this Agreement, the issue date of any Interim Prospectus or the issue date of the Final Prospectus, as the case may be; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) and any reference herein to the Basic Prospectus and specifically relating terms "amend", "amendment" or "supplement" with respect to the Securities used prior Registration Statement, any Interim Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any Incorporated Documents under the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission Exchange Act after the execution and delivery date of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) the issue date of the Rules and Regulations. The Commission has not issued Basic Prospectus, any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Interim Prospectus or the Final Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as and deemed to form in all material respects with the requirements be incorporated therein by reference. Copies of the Securities Act Registration Statement and the Trust Indenture Act and amendment or amendments to such Registration Statement have been delivered by the applicable rules and regulations of Company to the Commission thereunder.Underwriters;

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333S-3, an amendment and a post-130212), including a Basic Prospectus (as defined herein)effective amendment thereto, with respect to the Debt Securities, Preferred Stock, Depositary Shares, Common Stock, Securities has Warrants and Rights (the "Shelf Securities") to be issued from time to time have (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933 (the “"Securities Act”") and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any the amendments thereto have been delivered by the Company to the Representativesyou. As used in this Agreement, “"Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commis- sion; "Effective Date" means the date of the Effective Time. The registration statement as amended to the date of this Agreement is hereinafter referred to as the "Registration Statement” means such registration statement when it became effective under " and the related prospectus covering the Shelf Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form first used to confirm sales of the Stock is hereinafter referred to as the "Basic Prospectus." The Basic Prospectus as supplemented by the prospectus supplement specifically relating to the Stock in which it most recently has been the form first filed pursuant to Rule 424 is hereinafter referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, the Basic Prospectus, any preliminary form of Prospectus (a "Preliminary Prospectus") previously filed with the Commission pursuant to Rule 424 or 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 Securities Act which were filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") on or before the date of this Agreement, any Preliminary Prospectus or the Prospectus, as the case may be; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) and any reference to "amend", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and specifically relating to include any documents filed under the Securities used prior to Exchange Act after the filing date of this Agreement, any Preliminary Prospectus or the Prospectus; and “Prospectus” means , as the prospectus supplement (including all documents case may be, which are deemed to be incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulationsreference therein. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and As described in the Prospectus, as the Company owns partnership interests in The Macerich Partnership, L.P., a Delaware limited partnership (the "Partnership"). The term "subsidiaries," when used with respect to the Company, includes, without limitation, the Partnership, Macerich Management Company and Macerich Property Management Company unless otherwise noted, and all references to properties or assets of the date when they became Company or become effective under its subsidiaries include, without limitation, the Securities Act or were or are filed with Centers (as such term is defined in the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunderProspectus) unless otherwise noted.

Representations, Warranties and Agreements of the Company. (a) The Company represents, represents and warrants to and agrees with each Underwriter that: (ai) A registration statement on Form S-3 (File Registration No. 333-13021287945) on Form S-3, including the related prospectus dated October 6, 1999 (the "Basic Prospectus"), including a Basic Prospectus relating to the registration under the Securities Act of 1933, as amended (as defined hereinthe "1933 Act"), with respect of certain debt securities of the Company, including the Securities, and certain other securities to the Securities has (i) been prepared be sold from time to time by the Company in conformity accordance with the requirements Rule 415 of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations under the 1933 Act (the “"1933 Act Rules and Regulations”) of "), has been filed with the Securities and Exchange Commission (the “Commission”"SEC") thereunder, (ii) been filed with and declared effective by the Commission SEC. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and statement, including any amendments thereto, the Basic Prospectus and the preliminary prospectus supplement, dated September 27, 2000 (the "Preliminary Prospectus Supplement"), and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to the RepresentativesUnderwriters. As used A final prospectus supplement relating to the Securities, the terms of the offering thereof and the other matters set forth therein will be prepared and filed pursuant to Rule 424(b) of the 1933 Act Rules and Regulations. Such final prospectus supplement, in this Agreementthe form first filed after the date hereof pursuant to Rule 424(b), “is herein referred to as the "Prospectus Supplement." The registration statement, as amended at the date hereof, including the exhibits thereto, is herein called the "Registration Statement” means ," and the Basic Prospectus included therein, as supplemented by the Prospectus Supplement, is herein called the "Prospectus;" provided, however, that if such registration statement when it became effective under the Securities Act, and as from time to time Prospectus is amended or supplemented thereafter at on or after the time of effectiveness of date hereof but prior to the date on which the Prospectus Supplement is first filed pursuant to Rule 424(b), the term "Prospectus" shall refer to such amendment Prospectus as so amended or filing of such supplement with supplemented and as supplemented by the Commission (including Prospectus Supplement; and provided, further, that all references to the "Registration Statement" and the "Prospectus" shall be deemed to include all documents incorporated therein by referencereference pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been . If an abbreviated registration statement is prepared and filed with the Commission on or before SEC in accordance with Rule 462(b) under the date 1933 Act (an "Abbreviated Registration Statement"), the term "Registration Statement" as used in this Agreement includes the Abbreviated Registration Statement. For purposes of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) , the words "amend," "amendment," "amended," "supplement" or "supplemented" with respect to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing the Prospectus shall mean amendments or suspending supplements to the use of any Preliminary Prospectus Registration Statement or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as well as documents filed after the date of this Agreement and prior to form in all material respects with the requirements completion of the distribution of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunderincorporated by reference therein as described above.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 33333-13021264459), including a Basic Prospectus prospectus relating to the Debt Securities of the Company for the registration of such securities under the Securities Act of 1933, as amended (as defined hereinthe "Securities Act"), with respect to the Securities has (i) been prepared by the Company in material conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The ; and the Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “"Trust Indenture Act”"). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representativesyou. As used in this Agreement, “"Effective Date" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Registration Statement” " means such the registration statement when it became effective under as amended to the Securities Act, and as from time to time amended or supplemented thereafter at the time date of effectiveness of such amendment or filing of such supplement with the Commission (this Agreement including all documents incorporated by reference or deemed to be incorporated by reference therein by reference)and the exhibits thereto; “"Basic Prospectus” " means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred Statement; "Preliminary Prospectus" means any preliminary form of Prospectus (as defined herein) specifically relating to above designated Debt Securities, in the form in which it most recently has been first filed with with, or transmitted for filing to, the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) 424 of the Rules and Regulations. The ; "Prospectus Supplement" means any prospectus supplement specifically relating to designated Debt Securities, in the form first filed with, or transmitted for filing to, the Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective pursuant to Rule 424 under the Securities Act or were or are filed Act; "Prospectus" means the Basic Prospectus together with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.Prospectus Supplement except that if such Basic Pro

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-1302127303), including a Basic Prospectus (as defined herein)and any amendments thereto, with respect to the Securities Stock has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933 1933, as amended (the “"Securities Act”) "), and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments each amendment thereto have been delivered by the Company to you as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, “Registration Statement” "Effective Time" means the date and the time as of which such registration statement when statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act, Act and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic any prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before by the date Company with the consent of this Agreementthe Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Preliminary Prospectus” "Registration Statement" means each preliminary prospectus supplement (such registration statement, as amended at the Effective Time, including all any documents incorporated by reference therein by referenceat such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the ProspectusRules and Regulations in accordance with Section 6(a) hereof and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “"Prospectus” " means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securitiessuch final prospectus, together with any amendments or supplements thereto, as first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (21) or (54) of Rule 424(b) of the Rules and Regulations. The Commission has not issued Reference made herein to any order suspending Preliminary Prospectus or to the effectiveness Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the Registration Statement or preventing or suspending the use date of any such Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied and any reference to any amendment or will comply supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the United States Securities Exchange Act of 1934 (the "Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.the

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, the several Underwriters on and as of the date hereof and the Closing Date (as defined in Section 3) that: (a) A registration statement on Form S-3 (File No. 333-13021274219), including a Basic Prospectus (as defined herein)prospectus, with respect to the Securities has (i) have been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “"Securities Act”) "), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, thereunder and (iii) have become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”)effective. Copies of such registration statement and any amendments thereto have been delivered by the Company to you as the RepresentativesUnderwriters. As used in this Agreement, “(i) "Registration Statement” " means each such registration statement when statement, as amended and supplemented to the date hereof; (ii) "Preliminary Prospectus" means each prospectus (including all documents incorporated therein by reference or deemed to be incorporated by reference therein) included in the Registration Statement, or amendments or supplements thereof, before it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement including any prospectus filed with the Commission pursuant to Rule 424(a) of the Rules and Regulations; (iii) "Basic Prospectus" means the prospectus included in the Registration Statement; and (iv) "Prospectus" means the Basic Prospectus, together with any prospectus amendment or supplement (including in each case all documents incorporated therein by referencereference (the "Incorporated Documents"); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first as filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5b) of Rule 424(b) 424 of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as and no proceedings for such purposes have been instituted or are pending or, to the knowledge of the date when they became or become effective under the Securities Act or were or Company, are filed with contemplated by the Commission, as and any request on the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations part of the Commission thereunderfor additional information has been complied with.

Representations, Warranties and Agreements of the Company. (a) The Company represents, represents and warrants to and agrees with each Underwriter that: (ai) A registration statement on Form S-3 (File Registration No. 333-13021287945) on Form S-3, including the related prospectus dated October 6, 1999 (the "Basic Prospectus"), including a Basic Prospectus relating to the registration under the Securities Act of 1933, as amended (as defined hereinthe "1933 Act"), with respect of certain shares of the Company's Common Stock, including the Shares and certain other securities to the Securities has (i) been prepared be sold from time to time by the Company in conformity accordance with the requirements Rule 415 of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations under the 1933 Act (the “"1933 Act Rules and Regulations”") of has been filed with the Securities and Exchange Commission (the “Commission”"SEC") thereunder, (ii) been filed with and declared effective by the Commission SEC. The Company meets the requirements for use of Form S-3 under the Securities 1933 Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and statement, including any amendments thereto, the Basic Prospectus and the preliminary prospectus supplement, dated October 12, 1999 (the "Preliminary Prospectus Supplement"), and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to you. A final prospectus supplement relating to the RepresentativesShares, the terms of the offering thereof and the other matters set forth therein has been prepared and will be filed pursuant to Rule 424(b) of the 1933 Act Rules and Regulations. As used Such final prospectus supplement, in this Agreementthe form first filed after the date hereof pursuant to Rule 424(b), “is herein referred to as the "Prospectus Supplement." The registration statement, as amended at the date hereof, including the exhibits thereto, is herein called the "Registration Statement” means ," and the Basic Prospectus included therein, as supplemented by the Prospectus Supplement, is herein called the "Prospectus;" provided, however, that if such registration statement when it became effective under the Securities Act, and as from time to time Prospectus is amended or supplemented thereafter at on or after the time of effectiveness of date hereof but prior to the date on which the Prospectus Supplement is first filed pursuant to Rule 424(b), the term "Prospectus" shall refer to such amendment Prospectus as so amended or filing of such supplement with supplemented and as supplemented by the Commission (including Prospectus Supplement; and provided, further, that all references to the "Registration Statement" and the "Prospectus" shall be deemed to include all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating reference pursuant to the Securities used prior to the filing Exchange Act of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus1934, as of amended (the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder."1934 Act"). If an

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), with respect to the Securities Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “Securities Act”) ), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to the Representativesyou. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic ProspectusEffective Time” means the basic prospectus (including all documents incorporated therein date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before Commission; “Effective Date” means the date of this Agreementthe Effective Time; “Preliminary Prospectus” means each preliminary prospectus supplement (included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all any documents incorporated by reference therein by referenceat such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the ProspectusRules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus supplement (including and the accompanying prospectus and any and all information incorporated by reference therein at such time, in the form first used to confirm sales of Stock. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference) reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Basic Prospectus and specifically relating Registration Statement shall be deemed to include any annual report of the Securities, together with any amendments or supplements thereto, first Company filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2Section 13(a) or (5) of Rule 424(b15(d) of the Rules and RegulationsExchange Act after the Effective Time that is incorporated by reference in the Registration Statement. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-13021277093), including a Basic Prospectus (as defined herein)and any amendments thereto, with respect to the Securities has have (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “"Securities Act”") and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “"Indenture”") has been qualified under the Trust Indenture Act of 1939, as amended (the “"Trust Indenture Act”"). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “"Preliminary Prospectus" means each prospectus (including all documents incorporated therein by reference) included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; "Registration Statement” " means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “"Basic Prospectus” " means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this AgreementStatement; “Preliminary and "Prospectus” " means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments amendment or supplements thereto, as first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 with respect to debt securities, preferred and common stock of the Company, warrants, purchase contracts and units (File No. 333-130212collectively, the "Shelf Securities"), including a Basic Prospectus (as defined herein)the Securities, with respect to the Securities has (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the “"Securities Act”) "), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The Indenture registration statement includes a prospectus relating to the Shelf Securities. In addition, the Company has filed, or will file within the applicable time period set forth in the Rules and Regulations, with the Commission, a prospectus supplement specifically relating to the Securities pursuant to which Rule 424 of the Securities will be issued (Rules and Regulations. The term "Registration Statement" means the “Indenture”) has been qualified under the Trust Indenture Act of 1939, registration statement as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary . The term "Basic Prospectus” " means each preliminary the prospectus included in the Registration Statement. The term "Prospectus" means the Basic Prospectus together with the prospectus supplement (including all documents incorporated therein by referenceother than a preliminary prospectus supplement) to the Basic Prospectus and specifically relating to the Securities Securities, in the form first used prior to the filing confirm sales of the Securities. The term "Preliminary Prospectus; and “Prospectus” " means the a preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments the Basic Prospectus. As used herein, the terms "Registration Statement", "Basic Prospectus", "Prospectus" and "Preliminary Prospectus" shall include, in each case, the material, if any, incorporated by reference therein; "Effective Time" means the date and time as of which the Registration Statement, or supplements the most recent post-effective amendment thereto, first if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; and the terms "supplement", "amend" and "amendment", as used in this Agreement with respect to the Registration Statement or the Prospectus, shall include all documents subsequently filed by the Company with the Commission after the execution and delivery of this Agreement pursuant to paragraph the Securities Exchange Act of 1934, as amended (2the "Exchange Act"), that are deemed to be incorporated by reference in the Prospectus. If the Company has filed an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) or under the Securities Act (5) of the "Rule 424(b) 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. To the best of the Rules and Regulations. The Company's knowledge, the Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees thatwith, each Underwriter that as of the date hereof, as of the Applicable Time and as of the Closing Date: (a) A An “automatic shelf registration statement statement” (as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “SECURITIES ACT”)), on Form S-3 in respect of the Notes (File No. 333-130212), including a Basic Prospectus 203606) (as defined herein), with respect to the Securities has “INITIAL REGISTRATION STATEMENT”) (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and RegulationsRULES AND REGULATIONS”) of the Securities and Exchange Commission (the “CommissionCOMMISSION”) thereunder, thereunder and (ii) has been filed with the Commission under thereunder not earlier than the Securities Actdate that is three years prior to the Closing Date (as defined in Section 3 hereof). Such Initial Registration Statement, and (iii) become any post-effective amendment thereto, became effective on filing and continue to be effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement Initial Registration Statement and any amendments amendment thereto (excluding exhibits to such Initial Registration Statement but including all documents incorporated by reference in each prospectus contained therein) have been delivered (or made available at any publicly accessible website maintained by the Commission) by the Company to the Representatives. As used in this Agreement, “; and no other document with respect to such Initial Registration Statement” means Statement or any such registration statement when it became effective under the Securities Act, and as from time to time amended document incorporated by reference therein has heretofore been filed or supplemented thereafter at the time of effectiveness of such amendment or transmitted for filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date Commission. For purposes of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.,

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, the Purchaser that: (a) A registration statement on Form S-3 preliminary offering circular, issued October 3, 1997 (File No. 333-130212)the "Preliminary Offering Circular") and an offering circular, dated October 7, 1997 (the "Offering Circular", in each case including a Basic Prospectus (the documents incorporated therein by reference as defined herein)described below, with respect to the Securities has (i) have been prepared by the Company in conformity connection with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) offering of the Securities and Exchange Commission (shares of Common Stock issuable upon conversion thereof. Any reference to the “Commission”) thereunderPreliminary Offering Circular or the Offering Circular shall be deemed to refer to and include the Company's Annual Report on Form 10-K for the fiscal year ended December 31, (ii) 1996 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, and June 30, 1997, respectively, each having been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the United States Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Exchange Act of 19391934, as amended (the “Trust Indenture "Exchange Act”). Copies ") on or prior to the date of such registration statement the Preliminary Offering Circular or the Offering Circular, as the case may be, and any amendments thereto have been delivered by the Company reference to the Representatives. As used in this AgreementPreliminary Offering Circular or the Offering Circular, “Registration Statement” means such registration statement when it became effective under as the Securities Actcase may be, and as from time to time amended or supplemented thereafter at the time supplemented, as of effectiveness of such amendment or filing of such supplement with the Commission any specified date, shall be deemed to include (including all i) any documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on pursuant to Section 13(a), 13(c) or before 15(d) of the Exchange Act after the date of this Agreement; “the Preliminary Prospectus” means each preliminary prospectus supplement Offering Circular or the Offering Circular, as the case may be, and prior to such specified date and (including all documents incorporated therein ii) any Additional Issuer Information (as defined in Section 5(d)) furnished by reference) to the Basic Prospectus and specifically relating to the Securities used Company prior to the filing completion of the Prospectusdistribution of the Securities; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) filed under the Exchange Act and so deemed to be included in the Basic Prospectus and specifically relating to Preliminary Offering Circular or the SecuritiesOffering Circular, together with as the case may be, or any amendments amendment or supplements thereto, first filed with supplement thereto are hereinafter called the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations"Exchange Act Reports". The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the ProspectusExchange Act Reports, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied conformed or will comply as to form conform in all material respects with to the applicable requirements of the Securities Act and the Trust Indenture Exchange Act and the applicable rules and regulations of the Commission thereunder. The Preliminary Offering Circular or the Offering Circular and any amendments or supplements thereto and the Exchange Act Reports did not and will not, as of their respective dates, 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 the Purchaser expressly for use therein. (b) When the Securities are issued and delivered pursuant to this Agreement, the Securities will not be of the same class (within the meaning of Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act")), as securities which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system. (c) The Company is not, and after giving effect to the offering and sale of the Securities, will not be required to be registered or regulated as an "investment company", within the meaning of the United States Investment Company Act of 1940, as amended (the "Investment Company Act"). (d) Within the preceding six months, neither the Company nor any other person acting on behalf of the Company has offered or sold to any person any Securities, or any securities of the same or a similar class as the Securities, other than Securities offered or sold to the Purchasers hereunder. The Company will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act) of any Securities or any substantially similar security issued by the Company, within six months subsequent to the date on which the distribution of the Securities has been completed (as notified to the Company by Lazard Freres & Co. LLC), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, the Underwriter on and as of the date hereof and the Closing Date (as defined in Section 3) that: (a) A The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a registration statement (File Number: 333-35270) on Form S-3 (File No. 333-130212)S-3, including a related basic prospectus, for registration under the Act of the offering and sale of the Securities. The Company may have filed one or more amendments thereto, including a Preliminary Final Prospectus, each of which has previously been furnished to you. The Company will next file with the Commission one of the following: (1) after the Effective Date of such registration statement, a final prospectus supplement relating to the Securities in accordance with Rules 430A and 424(b), (2) prior to the Effective Date of such registration statement, an amendment to such registration statement (including the form of final prospectus supplement) or (3) a final prospectus in accordance with Rules 415 and 424(b). In the case of clause (1), the Company has included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Act and the rules thereunder to be included in such registration statement and the Final Prospectus. As filed, such final prospectus supplement or such amendment and form of final prospectus supplement shall contain all Rule 430A Information, together with all other such required information, and, except to the extent the Representatives shall agree to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). (b) On the Effective Date, the Registration Statement did or will, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein), with respect to the Securities has Final Prospectus (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreementsupplement thereto) will, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; on the Effective Date and at the Execution Time the Registration Statement did not or will not contain 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 misleading; on the Effective Date and on the Closing Date the Indenture did or will comply in all material respects with the applicable rules and regulations requirements of the Commission Trust Indenture Act and the rules thereunder; and, on the Effective Date, the Final Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not, include 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 the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto) as specified in Section 16 hereof (the "Underwriter Information"). (c) The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act"), without taking account of any exemption arising out of the number of holders of the securities thereof, and after giving effect to the offer and sale of the Securities and the application of the net proceeds of such offer and sale as described in the Final Prospectus, will not be an "investment company" as defined in the Investment Company Act. (d) The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). (e) Each of the Company and its Subsidiaries (as defined below) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own its properties and conduct its business in a manner consistent with any description thereof in the Final Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified and in good standing does not have a material adverse effect on the condition (financial or otherwise), business, properties, results of operations or prospects of the Company and its Subsidiaries taken as a whole, or materially and adversely affect the ability of the Company to perform its obligations under this Agreement, the Indenture, or the Securities or to consummate the transactions contemplated hereby and thereby (a "MATERIAL ADVERSE EFFECT"). The term "Subsidiary" means each person of which a majority of the voting equity securities or other interests is owned, directly or indirectly, by the Company.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees thatas follows: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), with respect to the Securities Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “Securities Act”) ), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to the Representativesyou. As used in this Agreement, “Registration StatementEffective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus Supplement” means each preliminary prospectus supplement amending or supplementing the Base Prospectus (as defined below) after the registration statement when it became effective under the Securities Act, Act but containing a “Subject to Completion” legend comparable to that contained in paragraph 10 of Item 501 under Regulation S-K of the Rules and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this AgreementRegulations; “Preliminary Prospectus” means the Base Prospectus and each preliminary Preliminary Prospectus Supplement”; “Prospectus Supplement” means the final prospectus supplement (including all documents incorporated therein by reference) amending or supplementing the Base Prospectus in the form filed after the Effective Time pursuant to the Basic Prospectus and specifically relating to the Securities used prior to the filing Rule 424 of the ProspectusRules and Regulations and first used in connection with sales of the Stock; and “Prospectus” means the Prospectus Supplement and the accompanying base prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of included in the Registration Statement or preventing or suspending (the use of any Preliminary Prospectus or “Base Prospectus”) in the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.first used

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees (i) on and as of the date hereof, (ii) on and as of the date the Prospectus Supplement or other Remarketing Materials (each as defined in Section 3(a) below) are first distributed in connection with the Remarketing (the "Commencement Date"), (iii) on and as of the Remarketing Date and (iv) on and as of the Purchase Contract Settlement Date that: (a) The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied. (b) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), 93187) and an amendment or amendments thereto with respect to the Securities initial offering of the Senior Notes has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “"Securities Act”) "), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The Indenture pursuant ; a registration statement on Form S-3, if required to which be filed in connection with the Remarketing, also may be prepared by the Company in conformity with the requirements of the Securities will be issued (Act and the “Indenture”) Rules and Regulations and filed with the Commission under the Securities Act; and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended amended, (the “"Trust Indenture Act”"). Copies of such registration statement or registration statements that have become effective and any the amendment or amendments thereto to such registration statements have been delivered by the Company to the Representatives. As used in this AgreementRemarketing Agent, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above case of documents not electronically available through the Commission's XXXXX filing system and, in the form in which it most recently has been filed with the Commission on or before the date case of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) that are so available, to the Basic Prospectus and specifically relating to extent requested by the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunderRemarketing Agent.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees thatwith, each Underwriter that as of the date hereof, as of the Applicable Time and as of the Closing Date: (a) A An “automatic shelf registration statement statement” (as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “SECURITIES ACT”)), on Form S-3 in respect of the Notes (File No. 333-130212), including a Basic Prospectus 158972) (as defined herein), with respect to the Securities has “INITIAL REGISTRATION STATEMENT”) (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and RegulationsRULES AND REGULATIONS”) of the Securities and Exchange Commission (the “CommissionCOMMISSION”) thereunder, ; (ii) has been filed with the Commission under thereunder not earlier than the Securities Actdate that is three years prior to the Closing Date (as defined in Section 3 hereof). Such Initial Registration Statement, and (iii) become any post-effective amendment thereto, became effective on filing and continue to be effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement Initial Registration Statement and any amendments amendment thereto (excluding exhibits to such Initial Registration Statement but including all documents incorporated by reference in each prospectus contained therein) have been delivered (or made available at any publicly accessible website maintained by the Commission) by the Company to the Representatives. As used in this Agreement, “; and no other document with respect to such Initial Registration Statement” means Statement or any such registration statement when it became effective under the Securities Act, and as from time to time amended document incorporated by reference therein has heretofore been filed or supplemented thereafter at the time of effectiveness of such amendment or transmitted for filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date Commission. For purposes of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.,

Representations, Warranties and Agreements of the Company. (a) The Company represents, represents and warrants to and agrees with you that: (ai) A The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "ACT"); a registration statement on Form S-3 (File Registration No. 333-130212)18235) on Form S-3, including a Basic Prospectus (as defined herein), with respect prospectus relating to the Securities registration of the Shares and such other securities which may be offered from time to time in accordance with Rule 415 under the Act, and such amendments to such registration statement as may have been required to the date of this Agreement, has (i) been prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933 Act, and the Rules and Regulations (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder, (ii) been was filed with the Commission under the Securities Act, and (iii) become was declared effective under on January 6, 1997; Post-Effective Amendment No. 1 to the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939Registration Statement was declared effective on October 23, as amended (the “Trust Indenture Act”)1997. Copies of such registration statement and statement, including any amendments thereto thereto, each related prospectus contained therein, the exhibits, financial statements and schedules have heretofore been delivered by the Company to you. A prospectus supplement (the Representatives"PROSPECTUS SUPPLEMENT") setting forth the terms of the offering, sale and plan of distribution of the Shares and additional information concerning the Company and its business has been or will be so prepared and will be filed pursuant to Rule 424(b) of the Rules and Regulations on or before the second business day after the date hereof (or such earlier time as may be required by the Rules and Regulations). As used in this Agreement, “The term "Registration Statement” " as used herein means such the registration statement when statement, and the basic prospectus included therein, as amended at the time it or any amendment thereto became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement any Annual Report on Form 10-K is filed by the Company with the Commission (the "EFFECTIVE DATE"), including financial statements and all exhibits and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act. Any document filed by reference); “Basic Prospectus” means the basic prospectus Company under the Securities Exchange Act of 1934, as amended (including all documents the "EXCHANGE ACT") after the effective date of the Registration Statement or the date of the Prospectus Supplement and incorporated therein by reference) reference in the Prospectus shall be deemed to be included in the Registration Statement referred to above in and the form in which it most recently has been filed with the Commission on or before Prospectus as of the date of this Agreement; “Preliminary such filing. The term "Prospectus” " as used herein means each preliminary (i) the basic prospectus supplement (including all documents incorporated therein included in the Registration Statement at the Effective Date, as supplemented by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, Supplement as first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending , except that, if such basic prospectus is amended or supplemented subsequent to the effectiveness Effective Date, the term "Prospectus" shall refer to the basic prospectus as so amended or supplemented and as further supplemented by the Prospectus Supplement, (ii) if no such filing is required, the form of final prospectus included in the Registration Statement at the Effective Date or preventing (iii) if a Term Sheet or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement Abbreviated Term Sheet (as such terms are defined in Rule 434(b) and the Prospectus434(c), as respectively, of the date when they became or become effective under the Securities Act or were or are Rules and Regulations) is filed with the CommissionCommission pursuant to Rule 424(b)(7) of the Rules and Regulations, as the case may be, complied Term Sheet or will comply as to form in all material respects Abbreviated Term Sheet and the last Preliminary Prospectus filed with the requirements of Commission prior to the Securities Act and time the Trust Indenture Act and Registration Statement became effective, taken together (including, in each case, the applicable rules and regulations of the Commission thereunder.documents incorporated by reference therein

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, the several Underwriters that: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), 333- ) with respect to the Securities Shares, including a preliminary prospectus, has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “Securities "Act”) "), and the rules applicable published rules, regulations and regulations (the “Rules and Regulations”) releases of the Securities and Exchange Commission (the “"Commission”") thereunderthereunder (the "Rules and Regulations"), (ii) and has been filed with the Commission under the Securities Act, and (iii) become effective under the Securities ActCommission. The Indenture pursuant to which the Securities will be issued (the “Indenture”) Such registration statement has been qualified under declared effective by the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”)Commission. Copies of such registration statement statement, including the exhibits filed therewith, have heretofore been delivered to the Representative, and copies of any amendments thereto have been thereto, including the exhibits filed therewith, which shall be subsequently filed also will be delivered by the Company to the RepresentativesRepresentative. As used in this Agreement, “the term "Registration Statement” " means such registration statement when it became effective under the Securities Actstatement, including exhibits, financial statements and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic , as amended to the date hereof, and the term "Prospectus” " means the basic prospectus (including all documents incorporated therein by reference) included in completed prospectus, reflecting the Registration Statement referred terms of the sale of the Shares, proposed, on or about the date hereof, to above in the form in which it most recently has been be mailed to or filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and RegulationsRegulations under the Act ("Rule 424(b)"), including all documents incorporated therein by reference (the "Incorporated Documents"). The In the event of any amendment to the Registration Statement after the date hereof, the term "Registration Statement" also shall mean such Registration Statement as so amended. In the event of any supplement to the Prospectus, after the date of the mailing to or the filing with the Commission has not issued any order suspending of the effectiveness of Prospectus pursuant to Rule 424(b), the term "Prospectus" also shall mean such Prospectus as so amended or supplemented. Any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement or preventing or suspending the use Prospectus shall be deemed to refer to and include the filing of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective document under the Securities Exchange Act or were or are filed with the Commissionof 1934, as amended (the case may be"Exchange Act"), complied or will comply as deemed to form in all material respects with be incorporated therein after the requirements date hereof and prior to the termination of the Securities Act and the Trust Indenture Act and the applicable rules and regulations offering of the Commission thereunderShares by the Underwriters.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-13021275937), including a Basic Prospectus (as defined herein)and an amendment or amendments thereto, with respect to the Securities has Stock have (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “"Securities Act”) "), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The Indenture registration statement, as amended at the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with such Rule. The Company proposes to file with the Commission pursuant to which Rule 424(b) under the Securities will Act ("Rule 424(b)") a supplement to the form of prospectus included in the registration statement relating to the initial offering of the Stock and the plan of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Company to be issued set forth therein. The term "Registration Statement" means the registration statement, as amended at the date of this Agreement and as amended from time to time hereafter, including the exhibits thereto, and all documents incorporated therein by reference pursuant to Item 12 of Form S-3 (the “Indenture”"Incorporated Documents"), and such prospectus as then amended, including the Incorporated Documents, is hereinafter referred to as the "Basic Prospectus"; and such supplemented form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Basic Prospectus as so supplemented), is hereinafter called the "Final Prospectus". The Basic Prospectus, as the same may be amended or supplemented from time to time, including, without limitation, by any preliminary form of prospectus supplement relating to the Stock, which has heretofore been qualified filed pursuant to Rule 424(b) or included in any amendment to the registration statement prior to the effective date thereof is hereinafter called the "Interim Prospectus". Any reference herein to the Registration Statement, any Interim Prospectus or the Final Prospectus shall be deemed to refer to and include the Incorporated Documents which were filed under the Trust Indenture Securities Exchange Act of 19391934, as amended (the “Trust Indenture "Exchange Act”"), on or before the date of this Agreement, the issue date of any Interim Prospectus or the issue date of the Final Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, any Interim Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any Incorporated Documents under the Exchange Act after the date of this Agreement or the issue date of the Basic Prospectus, any Interim Prospectus or the Final Prospectus, as the case may be, and deemed to be incorporated therein by reference. Copies of the Registration Statement and the amendment or amendments to such registration statement and any amendments thereto Registration Statement have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunderUnderwriter.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A Two registration statement on Form S-3 statements (File NoNos. 333-130212)49359 and 333-42748) on Form S-3, including a Basic Prospectus (as defined herein)and amendments thereto, with respect to the Securities has securities registered thereunder (the "SHELF SECURITIES") to be issued from time to time have (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “Securities Act”"SECURITIES ACT") and the rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”"COMMISSION") promulgated thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement statements and any the amendments thereto have been delivered by the Company to the Representativesyou. As used in this Agreement, “"EFFECTIVE TIME" means the dates and the times as of which such registration statements, or the most recent post-effective amendment thereto, if any, were declared effective by the Commission; "Effective Date" means the dates of the Effective Time. The registration statements as amended to the date of this Agreement are hereinafter referred to collectively as the "REGISTRATION STATEMENT" and the related prospectus covering the Shelf Securities in the form first used to confirm sales of the Shares is hereinafter referred to as the "BASIC PROSPECTUS." The Basic Prospectus as supplemented by the prospectus supplement specifically relating to the Shares in the form first filed pursuant to Rule 424 of the Rules and Regulations ("RULE 424") is hereinafter referred to as the "PROSPECTUS." Any reference in this Agreement to the Registration Statement” means such registration statement when it became effective , the Basic Prospectus, any preliminary form of Prospectus (a "PRELIMINARY PROSPECTUS") or 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 Securities ActAct which were filed under the Securities Exchange Act of 1934, as amended, and as from time to time amended or supplemented thereafter at the time rules and regulations of effectiveness of such amendment or filing of such supplement with the Commission thereunder (including all documents incorporated therein by reference); “Basic Prospectus” means collectively, the basic prospectus (including all documents incorporated therein by reference"EXCHANGE ACT") included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Agreement or the date of the Basic Prospectus” means each , any preliminary prospectus supplement (including all documents incorporated therein by reference) or the Prospectus, as the case may be; and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any preliminary prospectus or the Prospectus shall be deemed to refer to and specifically relating to include any documents filed under the Securities used prior to Exchange Act after the filing date of this Agreement, or the date of the Basic Prospectus; and “, any preliminary prospectus or the Prospectus” means , as the prospectus supplement (including all documents case may be, which are deemed to be incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulationsreference therein. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A An "automatic shelf registration statement statement" as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-3 (File No. 333-130212)235419) in respect of the Shares, including a Basic Prospectus form of prospectus (as defined hereinthe "Base Prospectus"), with respect to the Securities has (i) been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Securities Act of 1933 (the “Securities 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 and comply with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the Base Prospectus, as supplemented by the most recent preliminary prospectus (iiincluding any preliminary prospectus supplement) been relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act, and including the documents incorporated in the Base Prospectus by reference (iiicollectively, the "Preliminary Prospectus"), and the exhibits, financial statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been made available by the Company to the Underwriters. Such registration statement, together with any registration statement filed by the Company pursuant to Rules 413(b) and 462(f) under the Securities Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Securities Act and contained in the Prospectus referred to below, has become effective under the Securities ActAct and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. The Indenture "Prospectus" means the form of prospectus relating to the Shares first filed with the Commission pursuant to which and within the time limits described in Rule 424(b) under the Securities will Act and in accordance with Section 5(a)(i) hereof. Any reference herein to the Registration Statement, the Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be issued (deemed to refer to and include any documents incorporated by reference therein, and, in the “Indenture”case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) has been qualified under the Trust Indenture Act Securities Act, and prior to the termination of 1939, as amended (the “Trust Indenture Act”). Copies offering of such registration statement and any amendments thereto have been delivered the Shares by the Company to the RepresentativesUnderwriters. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.:

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: : (a) A registration statement on Form S-3 (File No. 333-13021264915), including a Basic Prospectus (as defined herein)prospectus, with respect relating to the Registered Securities has (i) been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission ("Commission") and has become effective. Such registration statement, as amended at the “Commission”time of any Terms Agreement referred to in Section 2 and including all documents incorporated by reference therein and all exhibits thereto, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented to reflect the terms of the Offered Securities (if they are debt securities or Preferred Stock) thereunderand the terms of the offering of the Offered Securities, (ii) been as most recently filed with the Commission prior to the Closing Date (as defined below) pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 19391933, as amended (the “Trust Indenture "Act”"), and in accordance herewith, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". Copies All references in this Agreement to financial statements and schedules and other information that is "contained," "included" or "stated" in the registration statement relating to the Registered Securities, any preliminary prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that are or are deemed to be incorporated by reference in such registration statement, any preliminary prospectus or the Prospectus, as the case may be. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the registration statement relating to the Registered Securities, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the effective date of such registration statement and any amendments thereto have been delivered by or the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the issue date of this Agreement; “Preliminary Prospectus” means each any preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied and on or will comply as prior to form in all material respects with the requirements completion of the Securities Act applicable offering and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunderwhich is deemed to be incorporated therein by reference.

Representations, Warranties and Agreements of the Company. The Company represents, represents and warrants to and agrees with the several Underwriters on and as of the date hereof and the Closing Date (as defined in Section 3) that: (a) A registration statement on Form S-3 (File No. 333-130212333- ), including a Basic Prospectus (as defined herein)form of prospectus, with respect relating to the Securities has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “"Securities Act”) "), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunderand has been filed by the Company with the Commission. The Company may have filed one or more amendments thereto, including the related preliminary prospectus, each of which has previously been furnished to you. The Company will next file with the Commission either (i) prior to effectiveness of such registration statement, a further amendment to such registration statement (including the form of final prospectus) or (ii) been filed after effectiveness of such registration statement, a final prospectus in accordance with Rules 430A and 424(b)(1) or (4). In the Commission under case of clause (ii), the Securities Act, and Company has included (iiior incorporated by reference) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939in such registration statement, as amended at the Effective Time (as defined below), all information (other than information permitted to be omitted from the “Trust Indenture Act”Registration Statement when it becomes effective pursuant to Rule 430A ("Rule 430A Information"). Copies of such registration statement and any amendments thereto have been delivered ) required by the Company Securities Act and the rules thereunder to be included in the final prospectus with respect to the RepresentativesSecurities and the offering thereof. As used filed, such amendment and form of final prospectus, or such final prospectus, shall contain all Rule 430A Information, together with all other such required information, with respect to the Securities and the offering thereof and, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised you, prior to the execution of this Agreement, “Registration Statement” will be included or made therein. For purposes of this Agreement, "Effective Time" means the date and time as of which such registration statement when statement, or the most recent post-effective amendment thereto, if any, was or is declared effective by the Commission, and "Preliminary Prospectus" means each prospectus included in such registration statement, or amendments thereof, before it became becomes effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement any prospectus filed with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic Company pursuant to Rule 424(a) and the prospectus (including all documents incorporated therein by reference) included in the Registration Statement at the Effective Time that omits Rule 430A Information. Such registration statement, as amended at the Effective Time, including all Rule 430A Information, if any, and any documents incorporated by reference therein at such time is hereinafter referred to above in as the "Registration Statement", and the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, as first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of and in accordance with Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of or, if no such filing is required, as included in the Registration Statement is hereinafter referred to as the "Prospectus". Reference made herein to any Preliminary Prospectus or preventing or suspending to the use Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of any Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied and any reference to any amendment or will comply supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to form in all material respects any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the requirements Commission pursuant to Section 13(a) or 15(d) of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.the

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-130212253260), including a Basic Prospectus (as defined herein), with respect to the Securities has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder. The initial Effective Date of the Registration Statement was not earlier than three years before the Applicable Time (as that term is defined in the Terms Agreement).

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), 75937) and an amendment or amendments thereto with respect to the Securities has offering and sale of securities of the Company, including the PIES have (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “"Securities Act”) "), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The Indenture registration statement, as amended at the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with such Rule. The Company proposes to file with the Commission pursuant to which Rule 424(b) under the Securities will Act ("Rule 424(b)") a supplement to the form of prospectus included in the registration statement relating to the initial offering of the PIES and the plan of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Company to be issued set forth therein. The term "Registration Statement" means the registration statement, as amended at the date of this Agreement and as amended from time to time hereafter, including the exhibits thereto, and all documents incorporated therein by reference pursuant to Item 12 of Form S-3 (the “Indenture”"Incorporated Documents"), and the prospectus, in the form in which it appeared in the Registration Statement at the time the Registration Statement became effective, including the Incorporated Documents, is hereinafter referred to as the "Basic Prospectus"; and such supplemented form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) has been qualified (including the Basic Prospectus as so supplemented), is hereinafter called the "Final Prospectus". The form of preliminary prospectus included in Amendment No. 1 to the registration statement as filed with the Commission on July 29, 1999, including the form of preliminary prospectus supplement dated July 29, 1999 relating to the PIES which was also included therein, is hereinafter referred to as the "Preliminary Prospectus". Any reference herein to the Registration Statement, the Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Incorporated Documents which were filed under the Trust Indenture Securities Exchange Act of 19391934, as amended (the “Trust Indenture "Exchange Act”"), on or before the date of this Agreement, the issue date of the Preliminary Prospectus or the issue date of the Final Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any Incorporated Documents under the Exchange Act after the date of this Agreement or the issue date of the Basic Prospectus, the Preliminary Prospectus or the Final Prospectus, as the case may be, and deemed to be incorporated therein by reference. Copies of the Registration Statement (including any amendment or amendments to such registration statement and any amendments thereto Registration Statement) have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunderUnderwriter.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), 75937) and an amendment or amendments thereto with respect to the Securities has PIES have (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933 1933, as amended (the “"Securities Act”) "), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act, Act and (iii) become effective under the Securities Act. The Indenture registration statement, as amended at the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with such Rule. The Company proposes to file with the Commission pursuant to which Rule 424(b) under the Securities will Act ("Rule 424(b)") a supplement to the form of prospectus included in the registration statement relating to the initial offering of the PIES and the plan of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Company to be issued set forth therein. The term "Registration Statement" means the registration statement, as amended at the date of this Agreement and as amended from time to time hereafter, including the exhibits thereto, and all documents incorporated therein by reference pursuant to Item 12 of Form S-3 (the “Indenture”"Incorporated Documents"), and such prospectus as then amended, including the Incorporated Documents, is hereinafter referred to as the "Basic Prospectus"; and such supplemented form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Basic Prospectus as so supplemented), is hereinafter called the "Final Prospectus". The Basic Prospectus, as the same may be amended or supplemented from time to time, including, without limitation, by any preliminary form of prospectus supplement relating to the Corporate PIES, which has heretofore been qualified filed pursuant to Rule 424(b) or included in any amendment to the registration statement prior to the effective date thereof is hereinafter called the "Interim Prospectus". Any reference herein to the Registration Statement, any Interim Prospectus or the Final Prospectus shall be deemed to refer to and include the Incorporated Documents which were filed under the Trust Indenture Securities Exchange Act of 19391934, as amended (the “Trust Indenture "Exchange Act”"), on or before the date of this Agreement, the issue date of any Interim Prospectus or the issue date of the Final Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, any Interim Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any Incorporated Documents under the Exchange Act after the date of this Agreement or the issue date of the Basic Prospectus, any Interim Prospectus or the Final Prospectus, as the case may be, and deemed to be incorporated therein by reference. Copies of the Registration Statement (including any amendment or amendments to such registration statement and any amendments thereto Registration Statement) have been delivered by the Company to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunderUnderwriter.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein)prospectus, relating to, among other securities, the Stock and the offering thereof from time to time in accordance with respect to Rule 415 under the Securities Act has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933 1933, as amended (the “"Securities Act”) "), and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities ActAct (File No. 333-110601), and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representativesyou. As used provided in this AgreementSection 5(a), “Registration Statement” means such registration statement when it became effective a prospectus supplement reflecting the terms of the offering of the Stock and the other matters set forth therein has been prepared and will be filed pursuant to Rule 424 under the Securities Act. Such prospectus supplement, in the form first filed after the Effective Time (as defined below) pursuant to Rule 424, is herein referred to as the "Prospectus Supplement". Such registration statement, as amended at the Effective Time, including the exhibits thereto and the documents incorporated by reference therein, is herein called the "Registration Statement", and as from time to time amended or supplemented thereafter at the time of effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including included therein relating to all documents incorporated therein by reference) included in offerings of securities under the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the ProspectusStatement, as of supplemented by the date when they became or become effective under the Securities Act or were or are filed with the CommissionProspectus Supplement, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.is herein