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 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, 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 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, 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 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. 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 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. (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 representsrepresents and warrants to, warrants and agrees with, the several Underwriters that: (ai) A The Company has complied with the conditions and meets the requirements for use of Form SB-2, and a registration statement on Form S-3 SB-2 (File No. 333333-____) in the form in which it became or becomes effective and also in such form as it may be when any post-130212), including a Basic Prospectus (as defined herein), effective amendment thereto shall become effective with respect to the Stock, including any preeffective 2 prospectuses included as part of the registration statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder, copies of which have heretofore been delivered to you, has (i) been carefully 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) has been filed with the Commission under the Securities Act; one or more amendments to such registration statement, including in each case an amended preeffective prospectus, copies of which amendments have heretofore been delivered to you, have been so prepared and (iiifiled. If it is contemplated, at the time this Agreement is executed, that a post-effective amendment to the registration statement will be filed and must be declared effective before the offering of the Stock may commence, the term "Registration Statement" as used in this Agreement means the registration statement as amended by said post-effective amendment. The term "Registration Statement" as used in this Agreement shall also include any registration statement relating to the Stock that is filed and declared effective pursuant to Rule 462(b) 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, term "Prospectus" 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, “Agreement means the prospectus in the form included in the Registration Statement” , or, (A) if the prospectus included in the Registration Statement omits information in reliance on Rule 430A under the Securities Act and such information is included in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, the term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement as supplemented by the addition of the Rule 430A information contained in the prospectus filed with the Commission pursuant to Rule 424(b) and (B) if prospectuses that meet the requirements of Section 10(a) of the Securities Act are delivered pursuant to Rule 434 under the Securities Act, then (i) the term "Prospectus" as used in this Agreement means the "prospectus subject to completion" (as such registration statement when it became effective term is defined in Rule 434(g) under the Securities Act) as supplemented by (a) the addition of Rule 430A information or other information contained in the form of prospectus delivered pursuant to Rule 434(b)(2) under the Securities Act or (b) the information contained in the term sheets described in Rule 434(b)(3) under the Securities Act, and as from time to time amended or supplemented thereafter at (ii) the time of effectiveness date of such amendment or filing prospectuses shall be deemed to be the date of such supplement with the Commission (including all documents incorporated therein by reference); “Basic term sheets. The term "Preeffective Prospectus” " as used in this Agreement means the basic prospectus (including all documents incorporated therein by reference) subject to completion in the form included in the Registration Statement referred to above in at the form in which it most recently has been filed with time of 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 initial 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

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-3 S-11 (File No. 333-130212117848), including a Basic Prospectus (as defined herein)and any amendments thereto, with respect to the Securities Shares has (i) been prepared by the Company REIT 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 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 thereto have been delivered by the Company REIT to you as the RepresentativesRepresentative of the Underwriters. 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 thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the REIT with the consent of the Representative pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all documents incorporated therein by referenceinformation 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 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 registration statement (including any order suspending amendment or supplement thereto or information which is deemed to be a part thereof) filed by the effectiveness REIT to register additional Common Shares under Rule 462(b) of the Rules and Regulations (“Rule 462(b) Registration Statement”) shall be deemed a part of the Registration Statement. Any prospectus (including any amendment or supplement thereto or information which is deemed to be a part thereof) included in a Rule 462(b) Registration Statement or preventing or suspending the use shall be deemed to be part of any Preliminary Prospectus or the Prospectus. The If a Rule 462(b) Registration Statement is filed in connection with the offering and the Prospectus, as sale of the date when they became Shares, the REIT will have complied or become effective will comply with the requirements of Rule 111 under the Securities Act or were or are filed relating to the payment of filing fees therefor. The REIT has not distributed, and prior to the later of the Closing Date and the completion of the distribution of the Shares, will not distribute, any offering material in connection with the Commission, as the case may be, complied offering or will comply as to form in all material respects with the requirements sale of the Securities Shares other than the Registration Statement, the Preliminary Prospectus (as hereinafter defined), the Prospectus or any other materials, if any, permitted by the Act (and which were disclosed in advance in writing to the Trust Indenture Act Underwriters and the applicable rules and regulations of the Commission thereunderUnderwriters’ counsel).

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), The Company has filed 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”) thereundera registration statement on Form F-1, including a prospectus, relating to the Securities. The registration statement relating to the Securities (iiRegistration No. 333-[●]), as amended, at the time it becomes effective, including the information (if any) been filed with deemed to be part of the Commission registration statement at the time of effectiveness pursuant to Rule 430A and Rule 430C under the U.S. 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 Securities Act”). Copies of such registration statement and , that in any amendments thereto have case has not then been delivered by superseded or modified, is hereinafter referred to as the Company to the Representatives. As used in this Agreement, “Registration Statement;” means such registration statement when it became effective under the prospectus in the form first used to confirm sales of Securities Act, and is hereinafter referred to as from time the “Preliminary Prospectus.” Any reference 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 most recent Preliminary Prospectus” means is here after referred to the basic prospectus (including all documents incorporated therein by reference) latest Preliminary Prospectus included in the Registration Statement referred or filed pursuant to above in Rule 424(b) under the form in which it most recently has been filed with the Commission Securities Act prior to or on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary hereof. The final 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 (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, is hereafter referred to as the case may be, complied or will comply as “Prospectus”. If the Company has filed abbreviated registration statements to form in all material respects with the requirements of register additional Securities pursuant to Rule 462(b) under the Securities Act and (the Trust Indenture Act and “Rule 462 Registration Statements”), then any reference herein to the applicable rules and regulations terms “Registration Statement” shall be deemed to include the corresponding Rule 462 Registration Statement. The Company has filed, in accordance with Section 12(b) of the Commission thereunder.U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form 8-A to register the Ordinary Shares (Registration No. 001-[--]) For purposes of this Agreement:

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. 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 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 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. 333-130212), 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

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 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 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 Offers 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 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 S-3, relating, among other things, to the Stock and the offer and sale thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (File No. 333-130212the "Securities Act"), including a Basic Prospectus (as defined herein)and amendments thereto, 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, 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 statement, and any the each of the amendments thereto have been delivered by the Company to the RepresentativesUnderwriters. 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 Commission; "Effective Date" means the date of the Effective Time; "Base Prospectus" means each prospectus included in such registration statement, or amendments thereof, at the Effective Time; "Registration Statement” " means such registration statement when it became effective statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time. As provided in Section 6(a), a final prospectus supplement to the Prospectus reflecting the terms of the offering of the Stock and the other matters set forth therein will be prepared and filed pursuant to Rule 424 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” . "Prospectus Supplement" 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.final prospectus

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, Underwriter that: (a) A registration statement on Form S-3 S-1 (File No. 333-130212), including a Basic Prospectus (as defined herein________), with respect to the Securities Shares, including a prospectus subject to completion, has (i) been prepared filed 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 19391933, as amended (the “Trust Indenture Act”Act “), and one or more amendments to that registration statement may have been so filed. Copies of such registration statement and any amendments thereto of each amendment heretofore filed by the Company with the Commission have been delivered to Underwriter. After the execution of this agreement, the Company will file with the Commission either (i) if the registration statement, as it may have been amended, has been declared by the Company Commission to the Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became be 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 a DRAFT 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 included in that registration statement (or, if an amendment thereto shall have been filed filed, in such amendment), with such changes or insertions as are required by Rule 430A under the Commission on Act or before permitted by Rule 424(b) under the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein Act and as have been provided to and approved by reference) to the Basic Prospectus and specifically relating to the Securities used Underwriter prior to the filing execution of this agreement, or (ii) if that registration statement, as it may have been amended, has not been declared by the Prospectus; Commission to be effective under the Act, an amendment to that registration statement, including a form of prospectus, a copy of which amendment has been furnished to and “Prospectus” means the prospectus supplement (including all documents incorporated therein approved by reference) Underwriter prior 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 agreement. (2b) 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. When each Preliminary Prospectus and each amendment and each supplement thereto was filed with the Commission it (i) contained all statements required to be stated therein, in accordance with, and complied with the requirements of, the Act and the rules and regulations of the Commission thereunder and (ii) did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When the Registration Statement was or is declared effective (“Effective Date”), it (i) contained or will contain all statements required to be stated therein in accordance with, and complied or will comply with the requirements of, the Act and the rules and regulations of the Commission thereunder and (ii) did not or will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading. When the Prospectus and each amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) (or, if the Prospectus or such amendment or supplement is not required so to be filed, when the Prospectus. The Registration Statement containing such Prospectus or amendment or supplement thereto was or is declared effective) and on each Closing Date (as such term is hereinafter defined), the Prospectus, as amended or supplemented at any such time, (i) contained or will contain all statements required to be stated therein in accordance with, and complied or will comply with the requirements of, the Act and the rules and regulations of the date when Commission thereunder and (ii) did not or will not include any statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they became were made, not misleading. The foregoing provisions of this paragraph (b) do not apply to statements or become effective omissions made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by Underwriter specifically for use therein. (c) Since the respective dates as of which information is given in the Registration Statement and in the Prospectus, except as otherwise stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, earnings, business or prospects of the Company considered as a whole, whether or not arising in the ordinary course of business, and (ii) there have been no material transactions entered into by the Company other than those in the ordinary course of business. (d) The Company has been duly incorporated and is validly existing as a corporation in good standing under the Securities Act laws of the State of Tennessee with power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement and DRAFT Prospectus and is duly qualified to do business as a foreign corporation and is in good standing in all other jurisdictions in which the nature of its business or were the character or are filed with location of its properties requires such qualification, except where failure to so qualify will not materially affect the Commissionbusiness, properties or financial condition of the Company. The Company has no directly or indirectly held subsidiary except as disclosed in the Registration Statement. The Company has all power, authority, authorizations, approvals, consents, orders, licenses, certificates and permits needed to enter into, deliver and perform this agreement and to issue and sell the Shares. (e) The Company is not (i) in violation of its Articles of Incorporation or bylaws, as the case may be, complied or will comply as other organizational documents, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to form which it is a party or by which it or its properties may be bound, except in all the case of (ii) above, where such default would not, individually or in the aggregate, result in a material respects with adverse change in (A) the requirements condition, financial or otherwise, earnings, business or prospects of the Securities Company taken as a whole, or (B) the ability of the Company to enter into, perform and effect the transactions contemplated hereby; no consent, approval, authorization, order, registration, filing or qualification of or with any court or governmental authority or agency is required for the issue and sale of the Shares as contemplated herein or the consummation by the Company of the transactions contemplated by this agreement, except such as may be required under the Act and the Trust Indenture Rules and Regulations or state securities or Blue Sky laws in connection with the distribution of the Shares by Underwriter; and the issue and sale of the Shares as contemplated herein, the execution and delivery of this agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company is a party or by which it may be bound or to which any of the property or assets of the Company is subject, nor will any such action result in any violation of the provisions of the charter or code of regulation of the Company or any law, administrative regulation or administrative or court decree or order applicable to the Company. (f) The Company possesses all certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, and the Company has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the condition, financial or otherwise, earnings, business or prospects of the Company considered as a whole. (g) Except as set forth in the Prospectus, as amended or supplemented, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, contemplated or threatened against the Company, which might result in any material adverse change in the condition, financial or otherwise, earnings, business or prospects of the Company considered as a whole, or might materially and adversely affect the properties or assets thereof or might adversely affect the lawful issuance and offering of the Shares in the manner contemplated by the Prospectus; and DRAFT there are no material contracts or other documents which are required to be described in the Registration Statement or the Prospectus or filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations which have not been so described or have not been so filed. (h) The Company has good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by it, in each case free and clear of all liens, encumbrances and defects except (i) such as are referred to in the Prospectus, or (ii) such as do not materially and adversely affect the value of such property to the Company, and do not materially interfere with the use made and proposed to be made of such property by the Company; and any real property and buildings held under lease by the Company are held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made by the Company. (i) The Company has an authorized capitalization as set forth in the Prospectus and the Shares and the Warrant Securities have been duly authorized and, when issued and delivered in accordance with the terms of this agreement, will be validly issued, fully paid and non-assessable and will conform to the description of them contained in the Prospectus. The issuance and sale of the Shares is not subject to pre-emptive or other similar rights or to restrictions on transfer (other than those imposed by the Act, the Rules and Regulations or state securities or Blue Sky laws). There are no outstanding options, warrants or other rights calling for the issuance of, and no binding commitment to issue, any share of stock of the Company or any security convertible into or exchangeable for stock of the Company, except for stock options and warrants described in the Registration Statement (the “Stock Options”). The Common Stock, the Preferred Stock, the Shares and the Stock Options conform to all statements in relation thereto contained in the Registration Statement and the Prospectus. (j) This agreement has been duly authorized, executed and delivered by the Company and is the legal, valid and binding agreement and obligation of the Company, except (i) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors rights or by general equity principles, including requirements of reasonableness and good faith in the exercise of rights and remedies, whether applied by a court of equity or a court of law in an action at law or in equity, or by the discretionary nature of specific performance, injunctive relief, and other equitable remedies, including the appointment of a receiver and (ii) with respect to provisions relating to indemnification and contribution, to the extent they are held by a court of competent jurisdiction to be void or unenforceable as against public policy or limited by applicable laws or the policies embodied in them. (k) Neither the Company nor any of its officers, directors or holders of five percent or more of any class of its capital stock or any of their respective affiliates is a member of, or is associated or affiliated with a member of, the Financial Industry Regulatory Authority, Inc. (“FINRA”), except as described in the Registration Statement and the Prospectus. (l) There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such DRAFT person or to require the Company to include such securities under the Registration Statement, except as described in the Registration Statement. (m) The financial statements of the Company included in the Registration Statement and the Prospectus (and, if the Prospectus is not in existence, the most recent Preliminary Prospectus) fairly present the financial position of the Company as of the dates indicated and the results of operations of the Company for the periods specified. Such financial statements have been prepared in accordance with accounting principles generally accepted in effect in the United States of America, consistently applied, except to the extent that certain footnote disclosures regarding unaudited interim periods may have been omitted in accordance with the applicable rules of the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The financial data set forth under the caption “Summary Financial Information” in the Prospectus (and, if the Prospectus is not in existence, the most recent Preliminary Prospectus) fairly present, on the basis stated in the Prospectus (or such Preliminary Prospectus), the information included therein. (n) XxXxxxxxx & Xxxxx, LLP has audited the financial statements of the Company as of June 30, 2011, and they have delivered their report with respect to the financial statements included in the Registration Statement and the Prospectus (and, if the Prospectus is not in existence, the most recent Preliminary Prospectus), and are independent public accountants with respect to the Company as required by the Act and the applicable rules and regulations thereunder. (o) Neither the Company nor, to the Company's knowledge, any director, officer, agent, employee or other person associated with the Company, acting on behalf of the Commission thereunderCompany, has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment. (p) Neither the Company nor any of its affiliates has taken, nor will they take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Shares in order to facilitate the sale or resale of any of the Shares as contemplated by the Rules and Regulations. (q) No transaction has occurred between or among the Company and any of its officers, directors, organizers or any affiliate or affiliates of any such officer, director, organizer or shareholder, that is required to be described in and is not described in the Prospectus. (r) The Company is not and will not, upon completion of the Offering, be an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. (s) Intentionally left blank. DRAFT (t) Intentionally left blank.

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 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. (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 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, represents and warrants to and agrees with the Placement Agent as of the date hereof and as of the Closing Date and any other date specified below, that: (ai) A registration statement At the time of filing the Registration Statement on Form S-3 (File No. 333-130212133088), including the Company met the requirements for use of Form S-3 under the 1933 Act for a Basic Prospectus primary offering. A Registration Statement on Form S-3 (as defined herein), Registration No. 333-133088) with respect to the Securities Securities, including a base prospectus (the “Base Prospectus”), 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 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 (the “CommissionSEC”) thereunder, (ii) and has been filed with the Commission SEC under the Securities Act, and (iii) become effective under the Securities 1933 Act. 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”)SEC. Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430, 430A or 430B 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 the RepresentativesPlacement Agent. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time A final prospectus supplement containing information permitted to time amended or supplemented thereafter be omitted at the time of effectiveness by Rule 430A or 430B of such amendment or filing of such supplement the 1933 Act Rules and Regulations will be filed promptly by the Company with the Commission SEC in accordance with Rule 424(b) of the 1933 Act Rules and Regulations. The term “Registration Statement” as used herein means the registration statement as amended at the time it became effective by the SEC under the 1933 Act (the “Effective Date”), including financial statements, all exhibits and all documents incorporated by reference therein and, if applicable, the information deemed to be included by referenceRule 430A or 430B 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”); , the term “Basic Registration Statement” as used in this Agreement includes the Abbreviated Registration Statement. The term “Prospectus” means as used herein means, together with the basic Base Prospectus, (i) the final prospectus supplement as first filed with the SEC pursuant to Rule 424(b) of the 1933 Act Rules and Regulations, or (including all documents incorporated therein by referenceii) if no such filing is required, the form of final prospectus included in the Registration Statement referred to above at the Effective Date, including, in each case, the form in which it most recently has been filed with the Commission on or before the date of this Agreement; documents incorporated by reference therein. The term “Preliminary Prospectus” means each as used herein shall mean a preliminary prospectus supplement (as contemplated by Rule 430, 430A or 430B of the 1933 Act Rules and Regulations included at any time in the Registration Statement, including all the Base Prospectus and any preliminary prospectus supplement, and including in each case the documents incorporated therein by reference) to reference therein. The term “Free Writing Prospectus” as used herein shall have the Basic Prospectus and specifically relating to the Securities used prior to the filing meaning set forth in Rule 405 of the Prospectus; and 1933 Act. The term “Issuer Free Writing Prospectus” means as used herein shall have 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 meaning set forth in Rule 424(b) 433 of the 1933 Act Rules and Regulations. The Commission has not issued term “Disclosure Package” as used herein shall mean the Preliminary Prospectus as most recently amended or supplemented prior to the Initial Time of Sale (as defined below) together with the Issuer Free Writing Prospectuses identified in Schedule I hereto, if any, and any order suspending other Free Writing Prospectus that the effectiveness parties hereto shall hereafter expressly agree to treat as part of the Disclosure Package. The Preliminary Prospectus, if any, any Issuer Free Writing Prospectus required to be filed pursuant to Rule 433(d) of the 1933 Act Rules and Regulations and the Prospectus delivered to the Placement Agent for use in connection with the offering of the Securities have been and will be identical to the respective versions thereof transmitted to the SEC for filing via the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”), except to the extent permitted by Regulation S-T. For purposes of this Agreement, the words “amend,” “amendment,” “amended,” “supplement” or “supplemented” with respect to the Registration Statement or preventing or suspending Statement, the use of Prospectus, any Preliminary Free Writing Prospectus or the Prospectus. The Disclosure Package shall mean amendments or supplements to the Registration Statement and Statement, the Prospectus, as of any Free Writing Prospectus or the date when they became or become effective under the Securities Act or were or are filed with the CommissionDisclosure Package, 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 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 representsrepresents and warrants to, warrants and agrees with, each of the Underwriters that: (a) A registration statement on Form S-3 (File No. 333-130212)33- ) relating to a portion of the Registered Securities and a registration statement (No. 33- ) relating to the remainder of the Registered Securities, including a Basic Prospectus prospectus which, as supplemented from time to time, shall be used in connection with all sales of the Securities, have been filed with the Securities and Exchange Commission (as defined herein), with respect "Commission") and have become effective. The registration statement or statements relating to the Securities has in any offering hereunder (iincluding the documents incorporated by reference therein), as amended at the time of any Terms Agreement referred to in Section 3, are hereinafter collectively referred to as the "Registration Statement", and the prospectus (including the documents incorporated by reference therein) been prepared included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect, among other things, the Company terms of the Securities and the terms of the offering thereof, is hereinafter referred to as the "Prospectus". Any reference to the Registration Statement or Prospectus as amended or supplemented shall be deemed to include any documents filed after the effective date of the registration statement relating to the Registered Securities under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and so incorporated by reference in conformity such registration statement or the prospectus included therein. (b) When each part of each registration statement relating to the Registered Securities became effective, such part and the prospectus included therein contained all statements which were required to be stated therein in accordance with the requirements of the Securities Act of 1933 ("Act"), the “Securities Trust Indenture Act of 1939 ("Trust Indenture Act”") and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”") and in all respects conformed to the requirements 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 , and did not issued include any order suspending untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the effectiveness statements therein not misleading; and on the date of each Terms Agreement referred to in Section 3, the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, and at any and all times subsequent thereto up to and including the Closing Date for the Securities to which such Terms Agreement relates, the Registration Statement and the Prospectus as then amended or supplemented, will contain all statements which are required to be stated therein in accordance with the Act, the Trust Indenture Act and the Rules and Regulations and in all respects will conform to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; except that the foregoing does not apply to statements in or omissions from any such documents that are based upon written information furnished to the Company by any Underwriter through the Representatives, if any, specifically for use therein. (c) Each document or portion thereof incorporated by reference in the prospectus included in the registration statement relating to the Registered Securities at the effective date of each registration statement conformed, when they became or become effective under the Securities Act or were or are filed with the Commission, in all respects to the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder ("Exchange Act Rules and Regulations"), and each document, if any, filed after such effective date under the Exchange Act and deemed to be incorporated by reference in the Prospectus in accordance with Item 12 of Form S-3 conformed or will conform, as the case may be, complied or will comply as to form in all material respects when so filed with the requirements of the Securities Exchange Act and the Trust Indenture Exchange Act Rules and the applicable rules and regulations of the Commission thereunderRegulations.

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. 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 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 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 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)21157) on Form S-3, including a Basic Prospectus (as defined herein), with respect prospectus relating to the Securities has (i) 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, have 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) and have 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”)Registration Statement was declared effective. 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, or (ii) if no such filing is required, the form of final prospectus included in the Registration Statement or preventing or suspending at 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 thereunderEffective Date.

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 of any 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) A registration statement Registration statements on Form S-3 (File No. .'s 333-130212), including a Basic Prospectus (as defined herein), 80149 and 333-72160) and an amendment or amendments thereto with respect to the Securities has initial offering of the Senior Notes and other securities of the Company (together, the "Registration Statement") (i) have 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”") thereunderthereunder (collectively, the "Securities Act"), (ii) have been filed with the Commission under the Securities Act, Act and (iii) have 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 amended, and the rules and regulations of the Commission thereunder (collectively, the “"Trust Indenture Act”"). In addition, a registration statement on Form S-3 of the Company, if required to be filed in connection with the Remarketing, will also be prepared by the Company in conformity with the requirements of the Securities Act and filed with the Commission under the Securities Act and be effective on or before the Initial Remarketing Date and such registration statement shall be included in the definition of "Registration Statement" herein. Copies of such registration statement 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 Except as set forth in the Disclosure Schedules of the Company representsattached hereto, the Company represents and warrants to and agrees with the Placement Agent that: (a) A registration statement on Form S-3 (File No. 333-130212)Since January 1, including a Basic Prospectus (as defined herein)1999, with respect to the Securities has (i) been prepared by the Company in conformity has timely filed all reports, schedules, forms, statements and other documents required to be filed by it 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 ("SEC") pursuant to the “Commission”) thereunder, (ii) been filed with the Commission under reporting requirements of 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 ("EXCHANGE ACT") (all of 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 foregoing 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; date hereof and “Prospectus” means the prospectus supplement (including all exhibits included therein and financial statements and schedules thereto and documents incorporated therein by reference) reference therein, being hereinafter referred 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"SEC DOCUMENTS"). As of their respective dates, the SEC Documents complied or will comply as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended ("SECURITIES ACT"), as the case may be, and the Trust Indenture Act and the applicable rules and regulations of the Commission SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) As of their respective dates, the consolidated financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim consolidated statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Since March 31, 2001, there has not been (a) any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, or in the earnings, assets or business affairs of the Company, whether or not arising in the ordinary course of business, (b) any transactions entered into by the Company, other than those in the ordinary course of business, which are material with respect to the Company, (c) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or (d) any loss or damage (whether or not insured) to the physical property or assets of the Company which has a material adverse effect on the business, operations, assets or financial condition of the Company on a consolidated basis ("MATERIAL ADVERSE EFFECT"). (d) The Company is duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and conduct its business as described in the SEC Documents, and is duly qualified to transact business and is in good standing in each other jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified or in good standing is not reasonably likely to have a Material Adverse Effect. No proceeding has been instituted in any such jurisdiction with respect to the Company to revoke, limit or curtail, or that seeks to revoke, limit or curtail, such power and authority or qualification. (e) The Company does not own or control, directly or indirectly, any corporation, association or other entity, other than those entities described on Schedule 3(e) attached hereto (each, a "SUBSIDIARY"). Each Subsidiary is duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Documents, and is duly qualified to transact business in each other jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification and in which the failure to be so qualified is not reasonably likely to have a Material Adverse Effect. No proceeding has been instituted in any such jurisdiction with respect to any Subsidiary to revoke, limit or curtail, or that seeks to revoke, limit or curtail, such power and authority or qualification. All the outstanding shares of capital stock of, or other form of ownership interest in, each Subsidiary have been duly authorized and issued and are fully paid and non-assessable and, except as set forth in the SEC Documents or Schedule 3(e), are owned directly or indirectly by the Company free and clear of all liens, encumbrances, security interests or claims. There are no outstanding options, warrants or other rights calling for the issuance of, and, except as described in the SEC Documents, there are no commitments or arrangements to issue, any shares of capital stock of any Subsidiary or any security convertible or exchangeable or exercisable for capital stock of any Subsidiary. (f) The Company has corporate power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof or thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles. (g) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement does not contravene any provision of applicable law or the Certificate of Incorporation, as amended, or Bylaws, as amended, of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of or qualification with any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by (i) the securities or Blue Sky laws of the various states, and (ii) the applicable securities laws of any jurisdiction outside the United States in connection with the offer and sale of the Shares. (h) The Company has an authorized, issued and outstanding capitalization that conforms to the description thereof contained in the SEC Documents. The Company has not issued any shares of capital stock of the Company since March 31, 2001, other than pursuant to (i) outstanding warrants or options disclosed in the SEC Documents or (ii) pursuant to employee benefit plans disclosed in the SEC Documents. The outstanding shares of Common Stock of the Company and the Shares to be sold pursuant to the Purchase Agreement conform in all material respects to the description of the Company's Common Stock contained in the Company's Registration Statement on form S-1 (File No. 333-25483) declared effective on June 25, 1997, have been duly and validly authorized, and the Shares to be sold pursuant to the Purchase Agreement, when issued and paid for in accordance with the terms of the Purchase Agreement, will be duly and validly issued, fully paid and non-assessable. Except as disclosed in the SEC Documents, no preemptive right, right of first refusal granted by the Company or other similar right exists with respect to the Shares or the issuance and sale thereof except for such rights which have been waived and subject to any adjustment to the conversion rights of the outstanding shares of the Company's Series 1998A and 1999A Preferred Stock as a result of issuance of the Shares. The outstanding shares of Preferred Stock of the Company conform in all material respects to the description thereof contained in the Disclosure Schedules attached hereto, have been duly and validly authorized and issued and are fully paid and non-assessable, have been issued and sold in compliance with applicable Federal and state securities laws and were not issued in violation of any preemptive rights, rights of first refusal granted by the Company or other similar rights. Except as described in the SEC Documents, there are no outstanding options, warrants or other rights calling for the issuance of, and there are no commitments or arrangements to issue, any shares of capital stock of the Company or any security convertible or exchangeable or exercisable for capital stock of the Company. Except as disclosed in the SEC Documents, there are no stockholder agreements, voting agreements or other similar agreements with respect to the capital stock of the Company to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders. (i) There is no material legal or governmental proceeding pending or, to the knowledge of the Company, threatened or contemplated, to which the Company or any Subsidiary is or may be a party or of which the business or property of the Company or any Subsidiary is or may be subject that is not disclosed in the SEC Documents. (j) Neither the Company nor any Subsidiary is in violation of its charter, bylaws, or other organizational document, or in violation of any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary, which violation, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, or is in default in any material respect in the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which the properties of the Company or any Subsidiary are bound or affected, which default, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, and there exists no condition which, with the passage of time or otherwise, would constitute a material default under any such document or instrument or result in the imposition of any material penalty or the acceleration of any material indebtedness, which condition, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect. (k) KPMG LLP, who have certified certain consolidated financial statements of the Company and its Subsidiaries and delivered their report with respect to the audited consolidated financial statements and schedules included in the SEC Documents, are independent public accountants as required by the Securities Act and the rules and regulations promulgated thereunder. (l) Except as set forth in the SEC Documents, the agreements to which the Company or any of its Subsidiaries is a party and which are described in the SEC Documents are valid agreements, enforceable by the Company and its Subsidiaries (as applicable) except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles and, to the best of the Company's knowledge, the other contracting party or parties thereto are not in material breach or material default under any of such agreements, in each case, where such breach or default is reasonably likely to have a Material Adverse Effect. (m) The Company and its Subsidiary have timely filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes shown thereon as due, and there is no tax deficiency that has been or, to the best of the Company's knowledge, might be asserted against the Company or any of its Subsidiaries that has resulted or is reasonably likely to result in a Material Adverse Effect; and all tax liabilities are adequately provided for on the books of the Company. (n) Except as described in the SEC Documents and subject to the matters described under "Risk Factors" in the SEC Documents, (i) the Company and its Subsidiaries have operated and currently operate their businesses in conformity with all applicable laws, rules and regulations of each jurisdiction in which they are conducting business, except where the failure to be so in compliance is not reasonably likely to have a Material Adverse Effect, (ii) the Company and its Subsidiaries have all licenses, certificates, authorizations, approvals, permits, franchises, orders and consents from all state, federal and other governmental or regulatory authorities which are necessary to the current conduct of their businesses, except where the failure to be so in compliance is not reasonably likely to have a Material Adverse Effect, (iii) all of such licenses, certificates, authorizations, approvals, permits, franchises, orders and consents are valid and in full force and effect, except where the failure to be valid or in full force and effect is not reasonably likely to have a Material Adverse Effect, (iv) the Company and its Subsidiaries have fulfilled and performed, and will fulfill and perform, all of their obligations with respect to, and are operating in compliance with, all such licenses, certificates, authorizations, approvals, permits, franchises, orders and consents and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or result in any impairment of the rights of the holder thereof, except to the extent that any such failure to fulfill or perform such obligations or to be in compliance with such licenses, certificates, authorizations, approvals, permits, franchises, orders or consents or any such revocation, termination or impairment is not reasonably likely to have a Material Adverse Effect and (v) no such licenses, certificates, authorizations, approvals, permits, franchises, orders or consents contain any restrictions that is not reasonably likely to have a Material Adverse Effect. (o) The Company has been advised concerning the Investment Company Act of 1940, as amended (the "1940 ACT"), and the rules and regulations thereunder. The Company is not, and will not be as a result of consummation of the Offering, an "investment company" under the 1940 Act. (p) The Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (q) There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of the members of the families of any of them, except as disclosed in the SEC Documents.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, (i) the several U.S. Underwriters and (ii) in the case of clauses (a), (b), (c), (j) and (n) and the second sentence of clause (g) below only, the Selling Stockholders (it being understood and agreed that such representations and warranties to the Selling Stockholders are being made solely in connection with the sale of the Shares under this Agreement and the International Underwriting Agreement and subject to the last sentence of Section 9(a)), that: (a) The Company meets the registrant 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 No. 333-13021212787), including a Basic Prospectus (as defined herein), with respect forms of prospectuses relating to the Securities Shares, has (i) been prepared filed by the Company in conformity pursuant to the Act 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”"). The Company may have filed one or more amendments thereto, including the related Preliminary Prospectuses (as defined below), each of which (other than documents incorporated by reference therein) thereunderhas previously been furnished to you. The Company will file with the Commission either (i) prior to effectiveness of such registration statement, a further amendment to such registration statement (including the forms of final prospectuses relating to the Shares) or (ii) been filed after effectiveness of such registration statement, final prospectuses relating to the Shares in accordance with the Commission Rules 430A and 424(b)(1) or (4) under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which In the Securities will be issued case of clause (ii), the “Indenture”) Company has been qualified under the Trust Indenture Act of 1939included or shall include in such registration statement, as amended at the Effective Time (the “Trust Indenture Act”as defined below). Copies of such registration statement and any amendments thereto have been delivered by the Company , all information (other than information permitted to the Representatives. As used in this Agreement, “Registration Statement” means be omitted from such registration statement when it became becomes effective under pursuant to Rule 430A ("Rule 430A Information")) required by the Securities ActAct and the rules and regulations thereunder (the "Rules and Regulations") to be included in the final prospectuses with respect to the Shares and the offering thereof. As filed, such amendment and forms of final prospectuses, or such final prospectuses, shall contain all Rule 430A Information, together with all other such required information, with respect to the Shares and the offering thereof, and, except to the extent you shall agree in writing to a modification (which shall not be unreasonably withheld or delayed), shall be in all substantive respects in the form furnished to you prior to the execution of this Agreement or, to the extent not in such form, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectuses) as from time the Company has advised the U.S. Representatives, prior to time amended the execution of this Agreement, will be included or supplemented thereafter at made therein. For purposes of this Agreement, "Effective Time" means the time as of effectiveness of which such registration statement or the most recent post-effective amendment thereto, if any, was or filing of such supplement with is declared effective by the Commission (including all documents and each date after the date hereof on which a document incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by reference) included reference in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before is filed. "Effective Date" means the date of this Agreement; “Preliminary Prospectus” means each preliminary the Effective Time. The registration statement contains two prospectuses to be used in connection with the offering and sale of the Shares: the U.S. prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to U.S. Shares and the filing of the Prospectus; and “Prospectus” means the international 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 RegulationsInternational Shares. The Commission has not issued any order suspending international prospectus is identical to the effectiveness of U.S. prospectus, except 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.international prospectus

Representations, Warranties and Agreements of the Company. The Company hereby represents, warrants and agrees thatas to itself and as to the Trust that on and as of the Remarketing Date as follows: (a) A registration statement on Form S-3 (File Nos. 333-82529 and 333-58474), as amended by Post-Effective Amendment No. 3, Post-Effective Amendment No. 2 and Post-Effective Amendment No. 1 to registration statement No. 333-13021282529 and Post-Effective Amendment No. 2 and Post-Effective Amendment No. 1 to registration statement No. 333-58474, of the Company and the Trust (collectively, the “Registration Statement”), including a Basic Prospectus prospectus (as defined hereinthe “Base Prospectus”), with respect relating to the Securities Remarketing and the Remarketed Trust Preferred Securities, the Notes and the Guarantee (collectively, the “Securities”) has (i) been prepared by the Company in conformity with the requirements of filed under the Securities Act of 1933 1933, as amended, and the rules and regulations of the Commission thereunder (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of with the Securities and Exchange Commission (the “Commission”) thereunderand has become effective. The preliminary prospectus supplement, dated as of February 5, 2004, which forms a part of the Registration Statement as first filed pursuant to Rule 424(b) of the Securities Act is referred to herein as the “Preliminary Prospectus Supplement,” and the final prospectus supplement, dated as of February 11, 2004, which forms a part of the Registration Statement as first filed pursuant to Rule 424(b) of the Securities Act is referred to herein as the “Final Prospectus Supplement”. Unless the context otherwise requires, following a voluntary or involuntary dissolution, all references herein to the Trust Preferred Securities, shall be deemed to refer to the Notes. (iib) been filed with On the Commission under effective date of the Registration Statement, the Registration Statement, including documents incorporated by reference therein at such time, if applicable, conformed in all material respects to the requirements of 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 amended, and the rules and regulations of the Commission thereunder (the “Trust Indenture Act”). Copies , and did not include any untrue statement of such registration statement a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and any amendments thereto have been delivered by on the Company to date hereof, 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 Supplement (including any Remarketing Materials) 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 Final Prospectus Supplement (including any Remarketing Materials) will comply as to form conform in all material respects with to the requirements of the Securities Act and the Trust Indenture Act, and none of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to (i) statements in or omissions from any of such documents based upon written information furnished to the Company by the Representative, on behalf of the Remarketing Agents, if any, specifically for use therein or (ii) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act. Reference made herein to the Base Prospectus, any Preliminary Prospectus Supplement, the Final Prospectus Supplement or any other information furnished by the Company to the Remarketing Agents for distribution to investors in connection with the Remarketing (the “Remarketing Materials”) 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 Supplement or the Final Prospectus Supplement, as the case may be, or, in the case of Remarketing Materials, referred to as incorporated by reference therein, and any reference to any amendment or supplement to any Preliminary Prospectus Supplement, the Final Prospectus Supplement or the Remarketing Materials 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 Supplement or the Final Prospectus Supplement incorporated by reference therein pursuant to Item 12 of Form S-3 or, if so incorporated, the Remarketing Materials, 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 or the Trust filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the date and time that the Registration Statement, or any post-effective amendment, declared effective by the Commission, that is incorporated by reference in the Registration Statement. (c) No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission; and no order preventing or suspending the use of the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus Supplement has been issued by the Commission. (d) The Trust has been duly created and is validly existing as a statutory trust in good standing under the Statutory Trust Act of the State of Delaware (the “Delaware Trust Act”) with the trust power and authority to own property and conduct its business as described in the Base Prospectus and the Final Prospectus Supplement; the Trust is not a party to or bound by any agreement or instrument and is not be a party to or bound by any agreement or instrument other than the Purchase Contract Agreement, the Declaration, the Pledge Agreement and this Agreement (the “Trust Agreements”) and the other agreements entered into in connection with the transactions contemplated hereby; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by this Agreement and the Declaration as described in the Final Prospectus Supplement; and the Trust is not a party to or subject to any action, suit or proceeding of any nature. (e) Each of the Securities and the Trust Agreements, the Guarantee Agreement, the Indenture (the “Transaction Agreements”) and the Remarketing Agreement has been duly authorized by the Company and the Trust, as the case may be, and conforms to the description thereof contained in the Base Prospectus and the Final Prospectus Supplement. (f) There are no preemptive or other rights to subscribe for or to purchase, nor is there any restriction on the voting or transfer of, any of the Securities pursuant to the Company’s Certificate of Incorporation or by-laws, the Declaration or any agreement or instrument, except as such preemptive or other rights and/or restrictions are expected with respect to the transactions contemplated by the Purchase Contract Agreement, the Pledge Agreement and the Declaration. (g) The Notes have been duly executed, authenticated, issued and delivered as contemplated by the Indenture against payment of the agreed consideration therefor, have been duly and validly issued and outstanding, and constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, and enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (h) The Guarantee Agreement has been duly executed, authenticated, issued and delivered and constitutes a valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (i) The Trust Securities have been validly issued, are fully paid and, in the case of the Trust Preferred Securities, non-assessable, and conform to the descriptions contained in the Base Prospectus and the Final Prospectus Supplement. (j) Each of the Transaction Agreements has been duly authorized by the Company and has been duly executed by the proper officers of the Company and delivered by the Company, and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (k) The Remarketing Agreement has been duly authorized by the Company and has been duly executed by the proper officers of the Company and delivered by the Company. (l) The Remarketing, the execution, delivery and performance of the Transaction Agreements and the Remarketing Agreement, the issuance and sale or exchange, as the case may be, of the Securities and the consummation by the Company and the Trust, as the case may be, of the transactions contemplated hereby and thereby (collectively, the “Transactions”) has not or will not, as the case may be, (1) 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 or other agreement or instrument to which the Company, any of its subsidiaries or the Trust is a party or by which the Company, any of its subsidiaries or the Trust is bound or to which any of the properties or assets of the Company, any of its subsidiaries or the Trust is subject, which would cause a material adverse change in the financial position, shareholders’ equity or results of operations of the Company, (2) result in any violation of the provisions of the charter or by-laws (or equivalent organizational documents) of the Company, any of its subsidiaries or the Trust or (3) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, any of its subsidiaries, the Trust or any of their respective properties or assets, which would cause a material adverse change in the financial position, shareholders’ equity or results of operations of the Company, and (4) require any material consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body for the consummation of the Transaction Agreements, the Remarketing Agreement or the issuance and sale or exchange of the Securities, as the case may be, except for (a) the registration under the Securities Act of the Securities, (b) the qualification of the Indenture, the Guarantee Agreement and the Declaration under the Trust Indenture Act, and (c) such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the applicable rules and regulations of the Commission thereunderRemarketing.

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(b) below) are first distributed in connection with the Remarketing (the "Commencement Date"), and (iii) on and as the Initial Remarketing Date and, if applicable, any Subsequent Remarketing Date and the Final Remarketing 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), 55904) 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 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 ; a registration statement and any amendments thereto have been delivered on Form S-3, if required to be filed in connection with the Remarketing, also may be prepared 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 conformity with the requirements of the Securities Act and the Rules and Regulations and filed with the Commission under the Securities Act; and the Indenture has been qualified under the Trust Indenture Act Act. Copies of such registration statement or registration statements that have become effective, and the applicable rules and regulations amendment or amendments to such registration statements, have been delivered by the Company to the Remarketing Agent, in the case of documents not electronically available through the Commission thereunderCommission's XXXXX filing system and, in the case of documents that are so available, to the extent requested by the Remarketing Agent.

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 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. 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. I. The Company represents, represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-3 (File No. 33333-130212), including a Basic Prospectus (as defined herein), 58495) with respect to the Securities Shares, including a prospectus dated June 26, 1995 (the "June Prospectus") and a prospectus supplement to the June Prospectus subject to completion (the "Prospectus Supplement"), 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 under the Securities ActCommission; such amendments to such registration statement, such amended prospectuses and (iii) become effective under the Securities Act. The Indenture prospectus supplements subject to completion and such abbreviated registration statements pursuant to which Rule 462(b) of the Securities Rules and Regulations 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, such amended prospectuses and prospectus supplements (1) Plus an option to purchase up to 450,000 additional shares from the Company to cover over-allotments. subject to completion and such abbreviated registration statements as may hereafter be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”)required. Copies of such registration statement and any amendments thereto have been delivered by of the Company June Prospectus as amended and each related Prospectus Supplement subject to completion as amended (the Representatives. As used in this Agreement"Preliminary Prospectuses"), “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 reference therein, and 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 abbreviated registration statement pursuant to paragraph (2) or (5) of Rule 424(b462(b) of the Rules and RegulationsRegulations have been delivered to you. 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 Company and the Prospectus, as of transactions contemplated by this Agreement meet the date when they became or become effective requirements for using Form S-3 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 thereunderAct.

Representations, Warranties and Agreements of the Company. (a) The Company representsrepresents and warrants to the Placement Agent as of the date hereof, warrants as of the Initial Time of Sale referred to in Section 3(a)(ii) hereof, as of the Closing Date and as of any other date specified below, and agrees with the Placement Agent, that: (ai) At the time of filing the registration statement on Form S-3 (Registration No. 333-128164) the Company met, and the Company meets, the requirements for use of Form S-3 under the 1933 Act (as hereinafter defined) for a primary offering. A registration statement on Form S-3 (File Registration No. 333-130212), including a Basic Prospectus (as defined herein), 128164) with respect to the Securities, and such amendments to such registration statement as may have been required to the date of this Agreement, a related prospectus dated September 14, 2005 (the “Base Prospectus”), a preliminary prospectus supplement dated September 16, 2008 relating to the Securities has (ithe “Preliminary Prospectus Supplement”) and a final prospectus supplement dated September 17, 2008 relating to the Securities (the “Final Prospectus Supplement”), have been or will be carefully 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 (the “CommissionSEC”) thereunder, (ii) and such registration statement and any such amendments have been filed with the Commission SEC under the Securities Act, and (iii) become effective under the Securities 1933 Act. The Indenture pursuant to which the Securities will be issued Such registration statement as so amended (the “Indenture”) if applicable), has been qualified under declared effective by the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”)SEC. Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430B 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 the Representatives. As used in Placement Agent (it being understood between the parties hereto that, for purposes of this Agreement, “Registration Statement” means such the Company shall be deemed to have delivered, furnished or otherwise provided to the Placement Agent any Form 10-K, Form 10-Q, Form 8-K, proxy statement or registration statement when it became effective or any amendment or supplement to the foregoing (but in each case excluding any exhibits to any of the foregoing and the contents of any such exhibit) that the Company shall have filed with the SEC and that was publicly available under the Securities ActCompany’s name on the SEC’s XXXXX (as hereinafter defined) system on September 11, and as 2008, unless the Company shall have received a request for delivery thereof from time the Placement Agent). The Final Prospectus Supplement containing information permitted to time amended or supplemented thereafter be omitted 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 Rule 430B 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 1933 Act 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 Regulations will be filed promptly, 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

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 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 represents, warrants and agrees that: (a) A registration statement on Form S-3 (File No. 333-13021232821), including a Basic Prospectus form of prospectus relating to certain debt and equity securities (as defined herein), with respect "Registered Securities") to the Securities has (i) been prepared be issued from time to time by the Company in conformity Company, has been 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) and has been filed with the Commission under the Securities Act, and (iii) become declared effective under the Securities Act of 1933, as amended ("Act. The "), and the Indenture pursuant to which the Securities will be issued (the “Indenture”) has been qualified under the Trust Indenture Act of 19391939 (the "Trust Indenture Act"). The Company proposes to file with the Commission pursuant to Rule 424 under the Act a form of prospectus supplement specifically relating to the Notes. The 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 (this Agreement, including all documents material incorporated therein by reference); “Basic Prospectus” means reference therein, is hereinafter referred to as the basic "Registration Statement," and the form of prospectus (including all documents incorporated therein by reference) included in such Registration Statement, as supplemented by the Registration Statement referred prospectus supplement specifically relating to above in the form in which it most recently has been Notes, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under the Act, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. (b) On the effective date of the registration statement relating to the Registered Securities, such registration statement conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission ("Rules and Regulations") thereunder and did not include any untrue statement of a material fact or before omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including all documents incorporated therein by reference) to , the Basic Prospectus Registration Statement conforms, and specifically relating to at the Securities used prior to the time of filing of the Prospectus; Prospectus pursuant to Rule 424(b), the Registration Statement and “Prospectus” means the prospectus supplement (including Prospectus will conform, in all documents incorporated therein by reference) material respects to the Basic Prospectus requirements of the Act 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 , and none of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein (with respect to the Prospectus, in the light of the circumstances under which they were made) not issued any order suspending misleading, except that the effectiveness of foregoing does not apply to statements in or omissions from the Registration Statement or preventing the Prospectus based upon written information furnished to the Company by or suspending the use on behalf of any Preliminary Prospectus or Underwriter through the Prospectus. Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(e); and the Indenture conforms in all material respects to the requirements of the Trust Indenture Act and the Rules and Regulations of the Commission thereunder. (c) The documents incorporated by reference in the Registration Statement and the Prospectus, as of the date when they became effective or were last amended or filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Securities Exchange Act of 1934, as amended ("Exchange Act"), as applicable, and the Rules and Regulations, 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 in light of the circumstances under which they were made, and any further documents so filed and incorporated by reference in the Registration Statement and the Prospectus, when such documents 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 shall conform in all material respects with to the requirements of the Securities Act and the Trust Indenture Exchange Act as applicable, and the applicable rules Rules and regulations Regulations and shall 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 in light of the Commission thereundercircumstances under which they were made. (d) The Company, each Subsidiary (as defined below) and each Joint Venture (as defined below) have been duly organized and are validly existing and, if applicable, in good standing under the laws of their respective jurisdictions of organization as a corporation, limited liability company or partnership, as the case may be, and have the power and authority to own, lease and operate their property and conduct their businesses as described in the Prospectus; the Company, the Subsidiaries and the Joint Ventures are duly qualified to do business and are in good standing as foreign corporations or foreign partnerships, as the case may be, in each jurisdiction, domestic or foreign, in which such registration or qualification or good standing is required (whether by reason of the ownership or leasing of property, the conduct of business or otherwise), except where the failure to so register or qualify or be in good standing is not reasonably likely to have a material adverse effect on the financial condition, business or results of operations of the Company, the Subsidiaries and the Joint Ventures taken as a whole. For purposes of this Agreement, (A) the term "Subsidiary" shall mean the entities listed in Schedule B hereto ("Schedule B") and (B) the term "Joint Venture" shall mean the entities listed in Schedule C hereto ("Schedule C"), it being understood that such term means the general or limited partnership or other joint venture entity and not the individual general or limited partners or other joint venturers thereof. The Subsidiaries listed in Schedule B are all the material direct and indirect "subsidiaries" of the Company, as such term is defined in Rule 405 of the Rules and Regulations, and are all of the "Significant Subsidiaries" of the Company, as such term is defined in Rule 1-02 of Regulation S-X.

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 On the Closing Date (as defined below) for each Series of Securities, the Company represents, represents and warrants to and agrees with the several Underwriters that: (a) A registration statement on Form S-3 (File Registration No. 333-13021229327), including a Basic Prospectus (as defined herein)form of prospectus, with respect relating to the Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), 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 thereunder (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “"COMMISSION") and 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 the Representative. The Company will file with the Commission either (i) thereunderprior 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 (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the “Indenture”) Company has been qualified under the Trust Indenture Act of 1939included in 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 and Regulations 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 Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representative, 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 and Prospectus Supplement) as the Company has advised the Representative, 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. "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 any documents incorporated by reference therein and all Rule 430A Information, if any, is hereinafter referred to above in as the "REGISTRATION STATEMENT", and the form in which it most recently has been of prospectus relating to the Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) or, if no such filing is required, as included in the Registration Statement is hereinafter referred to as the "PROSPECTUS". The Registration Statement includes a basic prospectus referred to below which, as supplemented from time to time, will be used in connection with the offering of each Series of Securities. A prospectus supplement or supplements reflecting the terms of each Series of Securities, the terms of the offering thereof and other matters relating to such Series of Securities will be prepared and filed with the Commission, such prospectus supplement, in the form first filed on or before after the date of this Agreement; “Preliminary Prospectus” means each preliminary hereof pursuant to Rule 424 under the Securities Act is herein referred to as a "PROSPECTUS SUPPLEMENT" and any such prospectus supplement (including all documents incorporated therein by reference) to in the Basic Prospectus and specifically relating to the Securities used form or forms filed prior to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) Prospectus Supplement is herein referred 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.a

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 223309) (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 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. 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), 14467) with respect to an aggregate of $300,000,000 principal amount of debt securities (including the Securities has Notes) (i) has 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) has been filed with the Commission under the Securities Act, Act and (iii) has become effective under the Securities ActAct and either is not proposed to be amended or is proposed to be amended by amendment or post-effective amendment. The Indenture If any post-effective amendment to such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent such amendment has been declared effective by the Commission. Copies of such registration statement as amended to date have been delivered by the Company to you. For purposes of 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 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 Act and any prospectus filed with the Commission by the Company with the consent of the Underwriters pursuant to which Rule 424(a) of the Securities will be issued Rules and Regulations prior to the filing of the Prospectus; "Registration Statement" means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein but excluding that part of the registration statement that constitutes the Statement of Eligibility and Qualification (the “Indenture”"Form T-1") has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture "1939 Act”"). Copies , of such registration statement and any amendments thereto have been delivered by the Company Trustee; "Prospectus" means the prospectus relating to the Representatives. As used in this AgreementNotes, “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 has most recently has been filed filed, or transmitted for filing, with the Commission on or before prior to the date of this Agreement; “any reference herein to any Preliminary Prospectus” means each preliminary prospectus supplement (including all Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein 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 documents 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) reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Basic Prospectus Registration Statement shall be deemed to refer to and specifically relating 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 Securities used prior Prospectus as amended or supplemented shall be deemed to refer to the filing of the Prospectus; and “Prospectus” means the prospectus supplement (including all documents incorporated therein by reference) Prospectus as amended or supplemented in relation to the Basic Prospectus and specifically relating to Notes in the Securities, together with any amendments or supplements thereto, first form in which it is filed with the Commission after the execution and delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the Rules and Regulationsdate of such filing. 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 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 [A] [R]egistration statement[s] (File NoNo[s]. 333-1302120791 and 333-_____), 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) has [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”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the Representativeseffective. As used in this Agreement, “(i) "Registration Statement” " means [each] such registration statement when it became effective under statement, as amended and supplemented to 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 date hereof; (including all documents incorporated therein by reference); “Basic ii) "Preliminary Prospectus” " means the basic each prospectus (including all documents incorporated therein by reference) included in that [the Registration Statement referred to above in the form in which it most recently has been filed] Registration Statement, or amendments or supplements thereof, before it became effective under the Act, including any prospectus filed with the Commission on pursuant to Rule 424(a) of the Rules and Regulations; (iii) "Basic Prospectus" means the prospectus included in the [most recently filed] Registration Statement; and (iv) "Prospectus" means the Basic Prospectus, together with any prospectus amendment or before the date of this Agreement; “Preliminary Prospectus” means each preliminary prospectus supplement (including in each case 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 Underwritten 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 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, 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. 333-13021264915), 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. (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. 333-13021275937), 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 representsrepresents and warrants to, warrants and agrees with, each of the Underwriters that: (a) A registration statement on Form S-3 (File No. 333-130212), including a Basic Prospectus (as defined herein), The Company has filed 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”) thereunderan “automatic shelf registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended (iithe “Act”) on Form S-3 (File No. 333-279759) not earlier than three years prior to the date hereof in respect of the Securities; such registration statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits thereto but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters, became effective under the Act upon filing with the Commission and no stop order suspending the effectiveness of such registration statement, any post-effective amendment thereto, or any part thereof, or preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, each as defined herein, has been issued and no proceeding for any of those purposes has been initiated or, to the best of the Company’s knowledge, 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 Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of the Pricing Agreement relating to the Designated Securities, is hereinafter called the “Base Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Designated Securities filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the Base Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined in Section 2(d) herein), including, without limitation, the last Preliminary Prospectus filed prior to the Applicable Time, is hereinafter called the “Pricing Prospectus”; the various parts of such registration statement, including all exhibits thereto (other than Forms T-1) and any prospectus supplement relating to the Designated Securities that is filed with the Commission and deemed by Rule 430B under the Act to be part of such registration statement, each as amended at the time such part of such registration statement became effective, is hereinafter called the “Registration Statement”; the form of the final prospectus (including the final prospectus supplement) relating to the Designated Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Base Prospectus, the Pricing Prospectus, any 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 Act, as of the date of such prospectus; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement and any documents filed after the date of such Base Prospectus, Preliminary Prospectus, Pricing Prospectus or the Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and incorporated by reference in such Base Prospectus, Preliminary Prospectus, Pricing Prospectus or the Prospectus, as the case may be; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any prospectus supplement relating to the Designated Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed after the date of such Base Prospectus, Preliminary Prospectus or the Prospectus, as the case may be, under the Exchange Act, and (iiiincorporated by reference in such Base Prospectus, Preliminary Prospectus or the 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) become or 15(d) of the Exchange Act after the applicable effective under date of the Securities Act. The Indenture Registration Statement and that is incorporated by reference in the Registration Statement; any reference to the Registration Statement shall be deemed to refer to only such registration statement, as amended by any post-effective amendments thereto, pursuant to which the Designated Securities were registered; and any “issuer free writing prospectus” (as defined in Rule 433(h) under the Act) relating to the Designated Securities is hereinafter referred to as an “Issuer Free Writing Prospectus”); (b) The documents incorporated by reference in the Pricing Prospectus and Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed 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 none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and 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 the Commission, as the case may be, will be issued 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 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 any Underwriter of Designated Securities through the Representatives expressly for use in any Preliminary Prospectus or the Prospectus relating to such Designated Securities; (c) The Registration Statement, as of the “Indenture”) has been qualified under date on which it first became effective, conforms and any further post-effective amendments to the Registration Statement, as of the dates on which they become effective, and the Prospectus, as of its date, and any further supplements to the Prospectus, as of the dates on which they are filed with the Commission, as the case may be, will conform, in all material respects, to the requirements of the 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 Actas applicable, 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 do not and will not, (i) as of the applicable effective dates as to the Registration Statement and any post-effective amendments 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 and (ii) as of its date as to each of the Pricing Prospectus and the Prospectus and any amendment or supplement thereto and the Prospectus as of the Time of Delivery (as defined below), 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 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 any Underwriter of Designated Securities through the Representatives expressly for use therein; (i) With respect to any issue of Designated Securities, the “Applicable Time” will be such time and date as is specified in Schedule II to the applicable Pricing Agreement as the Applicable Time, and the “Pricing Disclosure Package” will be the Pricing Prospectus together with (A) the Final Term Sheet (as defined in Section 5(a) hereof) prepared and filed pursuant to Section 5(a) hereof and (B) such other Issuer Free Writing Prospectuses, if any, as may be listed in Schedule III(a) to such Pricing Agreement, taken together; (ii) with respect to each such issue of Designated Securities, the Pricing Disclosure Package, as of the Applicable Time, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iii) with respect to each such issue of Designated Securities, each Issuer Free Writing Prospectus, including those listed in Schedule III(a) to the applicable Pricing Agreement and any electronic road show, will not conflict with the information contained in the Registration Statement and the Pricing Prospectus and, taken together with the Pricing Disclosure Package, as of the Applicable Time, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that the representations and warranties in clauses (ii) and (iii) of this Section 2(d) shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter of Designated Securities through the Representatives expressly for use therein; (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Designated Securities in reliance on the exemption of Rule 163 under the Act, and (iv) at the time the Pricing Agreement is executed (with such date being used as the determination date for purposes of this clause (iv)), the Company was and is a “well-known seasoned issuer” (as defined in Rule 405 under the Act); (f) The Company was not, at 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 Act), and is not an “ineligible issuer” (as defined in Rule 405 under the Act); (g) With respect to an issuance of Designated Securities, the Company has not made and will not make, prior to the later of the Time of Delivery (as defined in Section 4 hereof) for such Designated Securities and the completion of the Underwriters’ distribution of such Designated Securities, any offer that would constitute a “free writing prospectus” (as defined in Rule 405 under the Act), without the prior consent of the Representatives; and the Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any such free writing prospectus, including timely filing with the Commission or retention where required and legending; (h) The Company maintains a consolidated system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by, or under the supervision of, the Company’s principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Except as disclosed in the Pricing Prospectus, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting; and the interactive data in eXtensible Business Reporting Language included or incorporated by reference in any Pricing Prospectus, the Prospectus as amended or supplemented and the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto; (i) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the Commission, and that all such information required to be disclosed is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports; (j) Since the respective dates as of which information is given in the Pricing Prospectus and the Prospectus, there has not been any change in the capital stock (other than the conversion of up to 2,500,000 shares of the Company’s Class B Common Stock (the “Class B Common Stock”) to Common Stock, including in connection with the adoption of one or more 10b5-1 trading plans, or issuances or repurchases in connection with employee stock incentive plans or repurchases pursuant to the Company’s share repurchase program approved in December 2023, or other similar share repurchase programs disclosed in writing to the Representatives prior to the date hereof, if any, or the repurchase of Common Stock from the Xxxxxx Xxxxxxx School Trust) or increases in the consolidated long-term debt of the Company and any of its subsidiaries (exclusive of increases of $1 billion or less of long-term debt other than capitalized lease obligations, increases attributable to new capitalized lease obligations aggregating $5 million or less and increases related to the translation of foreign currency indebtedness at rates of exchange different from those in effect on the respective dates as of which information is so given) or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth in the Pricing Prospectus and the Prospectus; (k) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus and the Prospectus; (l) The Company has an authorized capitalization as set forth in the Pricing Prospectus and the Prospectus, and all of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (m) The Indenture dated as of May 14, 2009 between the Company and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association) has been duly authorized and duly qualified under the Trust Indenture Act and, at the Time of Delivery for the Designated Securities, the Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, sub

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.