Common use of Certain Covenants Clause in Contracts

Certain Covenants. The Company hereby agrees with each Underwriter: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.

Certain Covenants. The Company hereby agrees In connection with each Underwriterany Registration: (a) That At least three Business Days prior to the Company shall cooperate filing with the Lead Underwriter and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution Commission of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of Registration Statement (or any such exemption relating toamendment thereto) or the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension prospectus forming a part thereof (or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemptionsupplement thereto), the Company shall use provide draft copies thereof to the participating Lenders and shall consider incorporating into such documents such comments as the participating Lenders (and its best efforts counsel) may propose to obtain be incorporated therein. Notwithstanding the withdrawal thereof at foregoing, no prospectus supplement, the earliest possible moment;form of which has previously been provided to the participating Lenders, need be delivered in draft form to Lender. (b) That if, at The Company shall promptly notify the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to participating Lenders upon the occurrence of any of the following events in respect of the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish prospectus forming a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing thereof: (i) of the receipt of any comments of, or requests request for additional or supplemental information from, from the Commission or any request by other federal or state governmental authority, the Commission for response to which would require any amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus Statement or the Prospectus, related prospectus; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or the initiation of any order preventing proceedings for that purpose; or suspending (iii) the use receipt of any Issuer Free Writing Prospectus notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the Prospectus; initiation or threatening of any proceeding for such purpose. (c) The Company shall furnish to Lender with respect to the Included Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses and such other documents as Lender may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Included Shares by Lender pursuant to the Registration Statement. (d) The Company shall bear and pay all expenses incurred by it and Lender (other than underwriting discounts, brokerage fees and commissions and fees and expenses of more than one law firm) in connection with the registration of the Included Shares pursuant to the Registration Statement. (e) As a condition to including Registrable Shares in a Registration Statement, Lender must provide to the Company such information regarding itself, the Registrable Shares held by it and the intended method of distribution of such Shares as shall be required to effect the registration of the Registrable Shares and, if the Commission shall enter any offering is being underwritten, Lender must provide such stop order at any timepowers of attorney, indemnities and other documents as may be reasonably requested by the Company will use its best efforts managing underwriter including but not limited to obtain an underwriting agreement. (f) Following the lifting effectiveness of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and upon receipt from the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, include Registration Statement contains an untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, not misleading, (B) as a result Lender will immediately discontinue disposition of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in Included Shares pursuant to the Registration Statement relating to until the Underwritten Securities, or (C) if Company notifies Lender that it is necessary at any time to amend or supplement the Prospectus or the Time may resume sales of Sale Information to comply with any law Included Shares and, during such timeif necessary, provides to promptly prepare and furnish to the Underwriters Lender copies of the proposed amendment supplemental or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsprospectus.

Certain Covenants. The Company hereby agrees with each Underwriter(a) From and after the termination of the Merger Agreement and until the Obligations hereunder are paid in full: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (di) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required maintain or cause to be delivered under maintained its and each of its Subsidiaries' corporate or other organizational existence and good standing in its jurisdiction of incorporation and maintain its qualification in each jurisdiction where the Securities Actfailure to so qualify would reasonably be expected to have a Material Adverse Effect. (ii) The Company will, such number and will cause each of copies its Subsidiaries to, comply with all applicable statutes, regulation and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the Prospectus conduct of its business and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations ownership of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Actits property, other than those the free writing prospectus constituting part of the Time of Sale Information;noncompliance with which would not have, and which would not reasonably be expected to have, a Material Adverse Effect. (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) The Company will pay and discharge, and will cause each of the time its Subsidiaries to pay and date that discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any post-effective amendment properties belonging to the Registration Statement becomes effective it and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; andall lawful claims which, if the Commission shall enter unpaid, might become a Lien or charge upon any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment properties of the Company or any of its Subsidiaries; provided that, neither the Company nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in the reasonable opinion good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP. (iv) The Company will, and will cause each of the Lead Underwriter or legal counsel for the Underwritersits Subsidiaries to, (A) would require the making of any change maintain insurance coverage by such insurers and in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered such forms and amounts and against such risks as are customarily carried by persons conducting businesses similar to a purchaser, 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, in the light those of the circumstances under which they were made, not misleading, Company and its Subsidiaries and (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securitiespromptly upon holder's request, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any holder such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in information about such quantities and at such locations insurance as the Lead Underwriter holder may from time to time reasonably request request, which information shall be prepared in form and detail satisfactory to holder. (v) As soon as available, and in any event within 45 days after the close of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light each of the circumstances when it (or quarterly accounting periods in lieu thereof each fiscal year of the notice referred Company, the Company shall deliver to in Rule 173(a) under holder the Securities Act Regulations) is so deliveredunaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at the end of such quarterly period and the related unaudited consolidated statements of income and cash flows for such quarterly period and for the fiscal year to date, be misleadingand setting forth, or in the case of any Issuer Free Writing Prospectussuch unaudited consolidated statements of income and cash flows, conflict with comparative figures for the information contained related periods in the Registration Statementprior fiscal year, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment and which consolidated financial statements shall be certified on behalf of the Company by is chief financial officer as having been prepared in accordance with GAAP and presenting fairly the consolidated financial position of the Company and its consolidated Subsidiaries as at such fiscal quarter and the consolidated results of their operations and cash flows for such fiscal quarter, subject to normal year-end adjustments. (vi) Neither Company nor any of its Subsidiaries shall make any Investment in cash in the Equity Securities of any Person except for strategic technological investments for which the holder hereof has given its consent, which consent will not be unreasonably withheld. (vii) Neither the Company nor any of its Subsidiaries shall (i) pay any dividends or make any distributions on its Equity Securities other than dividends paid on the Company's common stock paid solely in the Company's common stock; (ii) purchase redeem, retire, defease or otherwise acquire for value any of its Equity Securities; (iii) return any capital to any holder of its Equity Securities; (iv) make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities; or (v) set apart any sum for any such purpose; provided that any Subsidiary may pay cash dividends to the Company. (viii) Neither the Company nor any of its Subsidiaries shall make any payment or distribution in cash to any stockholder or Affiliate of the Company other than payments or distributions made in the ordinary course of business. (b) Until the earlier of the closing of the Merger (as defined in the Merger Agreement) or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Merger Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all Section 5.1 of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus;Merger Agreement. (oc) That the The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its affiliates, assets which is junior to the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such Lien of the Senior Lender other actionsthan Liens in favor of Polycom.

Certain Covenants. The Company hereby Borrower covenants and agrees with each UnderwriterLender for the benefit of Lender that: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction 3.4.1 Borrower has and will advise have good and merchantable title to all of its assets, including the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purposeCollateral, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective each case as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during owned or acquired by it, and shall keep the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number Collateral free and clear of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Actall Liens, other than those granted to Lender. Borrower will defend such title against the free writing prospectus constituting part claims and demands of all Persons whomsoever. 3.4.2 Borrower will faithfully preserve and protect Lender's Liens in the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof Collateral and Rules 164 will, at its own cost and 433 of the Securities Act Regulations applicable expense, cause said Liens to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending be perfected and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may becontinued perfected, and the Company for such purpose Borrower will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably at the request of an appropriate amendment or supplement to Lender and at the Prospectus or the Time expense of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will notBorrower, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so deliveredmake, be misleadingexecute, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplementacknowledge and deliver, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnishrecord, or cause to be furnishedfiled or recorded, in the proper filing places, all such instruments, documents and takenotices, including without limitation financing statements and continuation statements, as Lender may deem necessary or cause advisable from time to time in order to perfect and continue perfected said security interest. Borrower will do all such other acts and things and make, execute, acknowledge and deliver all such other instruments and documents, including without limitation further security agreements, pledges, endorsements, assignments and notices, as Lender may deem necessary or advisable from time to time in order to perfect and preserve the priority of said Liens as a first and only Lien on and security interest in the Collateral prior to the rights of all other Persons therein or thereto. 3.4.3 Borrower will not, without the prior written consent of Lender, (i) borrow or permit any Person to borrow against the Collateral other than the Loan to Borrower from Lender pursuant to this Agreement; (ii) create, incur, assume or suffer to exist any Lien with respect to any of the Collateral; (iii) permit any levy or attachment to be takenmade against any of the Collateral except any levy or attachment relating to this Agreement; or (iv) permit any financing statement to be on file with respect to any of the Collateral, any such other actionsexcept financing statements in favor of Lender and those relating to subordinate Liens held by the Subordinated Creditor permitted hereunder. 3.4.4 Risk of loss of, damage to or destruction of the Collateral is and shall remain upon Borrower. Borrower will insure the Collateral as provided in Section 6.3

Certain Covenants. (a) The Company hereby agrees covenants with each Underwriterthe Agent as follows: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (di) The Company will furnish to each Underwriter, from not at any time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended file or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission make any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements amendment to the Registration Statement, any Issuer Free Writing the Preliminary Prospectus or the ProspectusProspectus of which the Agent shall not have previously been advised and have previously been furnished a copy, or to which the Agent or counsel for the Agent shall reasonably object. (ii) The Company will notify the Agent, promptly after it shall receive notice thereof, of the time and date of any filing of any post-effective amendment to when the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or has become effective and will promptly notify the Prospectus, (iii) Agent after it shall have received notice thereof of the time and date that when any post-effective amendment to the Registration Statement becomes effective or when any supplement to the Prospectus has been filed. (iii) The Company will prepare and timely file with the Commission under Rule 424(b) of the 1933 Act Regulations, if required, a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the 1933 Act Regulations or otherwise. (iv) The Company will advise the Agent, promptly after it has received notice thereof, of any comments of the SEC with respect to the Registration Statement, of any request of the SEC for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, or of the issuance by the Commission SEC of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing the Prospectus or of the Prospectusinstitution or threat of any proceedings for that purpose; and, if the Commission shall enter any such stop order at any time, Company will provide the Agent with copies of all correspondence related thereto; and the Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued. (v) The Company will deliver or cause to be delivered to the Agent, without charge, from time to time during the period commencing on the date hereof and continuing until the earlier of (A) the termination or expiration of the Offering or (B) the termination of the employment of the Agent pursuant to Section 2 of this Agreement (the "Offering Period"), such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly number of any proposal to prepare, use, authorize, approve or file any amendment or supplement to copies of the Registration Statement, any Issuer Free Writing Preliminary Prospectus or Prospectus (as supplemented or amended) as the Prospectus, shall furnish Agent may reasonably request. The Company consents to the Lead Underwriter use of the Preliminary Prospectus and Prospectus by the Agent and by all dealers in connection with the offering or sale of the Debentures and for review a copy of each proposed amendment or supplement a reasonable amount such period of time prior to such proposed filing or use, thereafter as the case may be, and the Prospectus is required by law to be delivered in connection therewith. The Company will not preparedeliver to the Agent at or before the Effective Date two signed copies of the Registration Statement and all amendments thereto, use, authorize, approve, refer including all exhibits filed therewith or incorporated by reference therein. (vi) The Company will use its best efforts to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities 1933 Act and will use its reasonable efforts the 1933 Act Regulations so as to confirm that permit the completion of the offer and sale of the Debentures as contemplated in this Agreement and in the Prospectus. If, at any filings made time during the Offering Period, or when a Preliminary Prospectus or Prospectus is required by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities 1933 Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment connection with offers or sales of the Company Debentures, any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersAgent or counsel for the Company, (A) would require the making of any change in to amend or supplement the Prospectus or the Time of Sale Information then being used so in order that the Preliminary Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, Prospectus will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they were madeexisting at the time it is delivered, not misleadingor if it shall be necessary, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securitiesreasonable opinion of either such counsel, or (C) if it is necessary at any such time to amend the Preliminary Prospectus or Prospectus or amend or supplement the Preliminary Prospectus or the Time of Sale Information Prospectus in order to comply with any law andthe requirements of the 1933 Act or the 1933 Act Regulations, during such time, to the Company will promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement as may be necessary to correct such untrue statement or omission or to make the Preliminary Prospectus or Prospectus comply with such requirements. (vii) The Company will use its commercially reasonable efforts to qualify the Commission Debentures for offering and thereafter promptly furnish at sale, or to exempt the Company's own expense to Debentures from registration, under the Underwriters applicable securities laws of such states and other jurisdictions as the Agent may reasonably designate and to dealersmaintain such qualifications or exemptions in effect for a period of not less than one year from the Effective Date; provided, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so however, that the Prospectus Company shall not be obligated to file any general consent to service of process or the Time to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of Sale Information doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, may be required by the Securities Act laws of each jurisdiction in which the Debentures have been qualified or requested exempted as above provided. (viii) The Company will use the net proceeds received by it from the sale of the Debentures in the manner specified in the Prospectus under the caption "Use of Proceeds." (ix) For a period of three years after the Closing Time, the Company will furnish to the Agent copies of all annual reports, quarterly reports and current reports filed with any federal bank regulatory agency or the SEC, and such other documents, reports, proxy statements and information as shall be furnished by the Commission;Company to its shareholders generally and to the Debenture holders, every material press release in respect to the Company or its affairs that is released or prepared by the Company, and any additional information of a public nature concerning the Company or its business that the Agent may reasonably request. (kx) ThatSo long as any Debentures remain outstanding, prior the Company will furnish to filing all holders of the Debentures copies of its audited financial statements within 120 days of the end of each fiscal year. (xi) The Company will file with the Commission SEC, when due, all securities sales reports due and all other reports required by Section 15(d) of the 1934 Act, as amended (the "1934 Act"), until such time as the Company is permitted by the 1934 Act and the rules and regulations of the SEC thereunder to deregister as a reporting company and the Company does so deregister. (xii) During the Offering Period, the Company will not issue any amendment press releases or supplement other communications directly or indirectly and will hold no press conferences with respect to the Registration StatementCompany, any Issuer Free Writing Prospectus the financial condition, results of operations, business properties, assets or liabilities of the Company, or the offering of the Debentures, without the prior written consent of the Agent, except as otherwise required by law. (xiii) The Company shall pay the legal fees and related filing fees of counsel to the Company to prepare one or more "blue sky" surveys (each, a "Blue Sky Survey") for use in connection with the offering of the Debentures as contemplated by the Prospectus, and a copy of each such Blue Sky Survey shall be delivered to the Agent. (xiv) The Company will, at its expense, upon the issuance of the Debentures, prepare and distribute to each of the Agent and counsel to the Agent copies of the Debentures as issued and copies of all correspondence or other documents related thereto. (xv) Except as provided for by this Agreement, during a period of 180 days from the date of the Prospectus, the Company shall furnish to will not, without the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) prior written consent of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) takeAgent, directly or indirectly prior indirectly, offer, sell, offer to termination sell, or otherwise issue any capital stock or Debentures, or any other securities of the underwriting syndicate contemplated by this Agreement, any action designed Company that are substantially similar to stabilize the Debentures or manipulate the price of any security of the Companythat are convertible into capital stock, or which may cause sell or result ingrant options, rights, or which might in the future reasonably be expected warrants with respect to cause or result in, the stabilization or manipulation any shares of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone capital stock (other than the Underwriters as disclosed in grant of options pursuant to option plans or agreements issued pursuant to a stock option plan approved by the each Board of Directors of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities;Company). (nxvi) That If required by law or the rules of any electronic trading system or any securities exchange on which the Common Stock or the Debentures may be listed, the Company will comply maintain a transfer agent and a registrar (which, if permitted by applicable laws and rules, may be the same entity as the transfer agent) for its Common Stock or Debentures, as the case may be. (b) The Agent covenants with the Company that the Agent shall remain a registered selling agent in all of such jurisdictions in which the provisions of any undertakings in the Registration Statement and apply the net proceeds from Company is relying on such registration for the sale of the Underwritten Securities in Debentures until the manner set forth therein and in the Prospectus; (o) That the Company shall not invest Offering is consummated or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsterminated.

Certain Covenants. For purposes of this Section 5, “Closing Date” shall refer to the Closing Date for the Firm Shares and any Additional Closing Date for the Optional Shares. The Company hereby covenants and agrees with each Underwriterthe Initial Purchasers that: (a) That The Company will not amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given its consent (which consent shall not be unreasonably withheld). The Company shall will promptly, upon the reasonable request of the Initial Purchasers and Initial Purchasers’ Counsel, make any amendments or supplements to the Offering Memorandum that may be reasonably necessary or advisable in connection with the resale of the Purchased Shares by the Initial Purchasers. (b) The Company will cooperate with the Lead Underwriter and legal counsel Initial Purchasers in arranging for the Underwriters qualification of the Purchased Shares for offering and furnish sale under the securities or “Blue Sky” laws of such information jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be required necessary to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for complete the distribution of the Underwritten SecuritiesPurchased Shares by the Initial Purchasers; provided provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in respect of doing business in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible;otherwise subject. (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGARIf, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and completion of the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made resale by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly Initial Purchasers of the happening of Purchased Shares, any event known to the Company within the time during shall occur as a result of which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) it is required to be delivered under the Securities Act Regulations whichnecessary, in the judgment opinion of Initial Purchasers’ Counsel, to amend or supplement the Offering Memorandum in order to make such Offering Memorandum not misleading in the light of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, circumstances existing at the time it is delivered to a purchaser, or if for any other reason it shall be necessary to amend or supplement the Offering Memorandum in order to comply with applicable laws, rules or regulations, the Company shall (subject to Section 5(a)) forthwith amend or supplement such Offering Memorandum at its own expense so that, as so amended or supplemented, such Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading and will comply with all applicable laws, in rules or regulations. (d) The Company will, without charge, provide to the light Initial Purchasers and to Initial Purchasers’ Counsel as many copies of each of the circumstances under which they were made, not misleading, (B) as a result of which Preliminary Offering Memorandum and Offering Memorandum or any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend amendment or supplement thereto as the Prospectus Initial Purchasers or Initial Purchasers’ Counsel may reasonably request. (e) During the Time period of Sale Information to comply with any law andthree years from the Closing Date, during such timethe Company will, to promptly prepare and upon written request, furnish to the Underwriters copies Initial Purchasers, (i) as soon as available, a copy of each report and other communication (financial or otherwise) of the proposed amendment Company mailed to stockholders or supplement before filing any such amendment or supplement national securities exchange on which any class of securities of the Company may be listed, other than materials filed with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may (ii) from time to time such other public information concerning the Company and the Subsidiaries as the Initial Purchasers may reasonably request request. (f) If this Agreement shall terminate or shall be terminated after execution because of an appropriate amendment any failure or supplement to refusal on the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light part of the circumstances when it (or in lieu thereof the notice referred Company to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission terms or fulfill any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectusconditions of this Agreement, the Company shall furnish to will reimburse the Lead Underwriter Initial Purchasers for review a copy all reasonable out-of-pocket expenses (including fees and expenses of each such proposed amendment or supplement, and counsel for the Company shall not file any such proposed amendment or supplement to which Initial Purchasers) incurred by the Lead Underwriter reasonably objects;Initial Purchasers in connection herewith. (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the The Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities Purchased Shares materially as set forth under “Use of Proceeds” in the manner set forth therein and in the Prospectus;Offering Memorandum. (oh) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale None of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliatesrespective Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Securities Act) which could be integrated with the sale of the Purchased Shares in a manner which would require the registration under the Securities Act of the Purchased Shares to the Initial Purchasers. (i) For six months after the Closing Date, or if applicable, the Additional Closing Date, the Company will not, and will not permit any of the Subsidiaries to, solicit any offer to sell the Purchased Shares by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (j) For so long as any of the Purchased Shares remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and not able to be sold in their entirety under Rule 144 under the Securities Act (or any successor provision), the Company will make available, upon request, to any seller of such Purchased Shares the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) During the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchasers, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144 under the Securities Act) to, resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them. (l) The Company will not take any action prohibited by Regulation M under the Exchange Act, in connection with the distribution of the Securities contemplated hereby. (m) The Company will (i) permit the Purchased Shares to be included for quotation on the PORTAL Market and (ii) permit the Purchased Shares to be eligible for clearance and settlement through The Depository Trust Company. (n) The Company will use its best efforts to list the Conversion Shares for quotation on the New York Stock Exchange as promptly as practicable but in no event later than the time that the Registration Statement is declared effective in accordance with the Registration Rights Agreement. (o) The Company will, shall furnishat all times, reserve and keep available, free of preemptive rights, enough shares of Common Stock for the purpose of enabling the Company to satisfy its obligations to issue the Conversion Shares upon conversion of the Purchased Shares. (p) Except for the issuance of shares of Common Stock upon exercise of options granted pursuant to employee stock option plans, which options are outstanding on the date hereof, during the period of 90 days from the date of the Offering Memorandum (or, if the Offering Memorandum is not in existence, the most recent Preliminary Offering Memorandum), without the prior written consent of the Initial Purchasers, the Company (i) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any capital stock, or cause make any announcement of any of the foregoing, (ii) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any capital stock, and (iii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any capital stock, whether or not such transaction is to be furnishedsettled by delivery of capital stock, such documents other securities, cash or other consideration, other than the sale of Purchased Shares as contemplated by this Agreement and takethe issuance of the Conversion Shares; and the Company will obtain an undertaking in substantially the form of Exhibit D attached hereto of each of its officers and directors listed in Schedule I attached hereto. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for (A) the Company’s filing of registration statements pursuant to the Registration Rights Agreement, and (B) registration statements on Form S-8 relating to employee benefit plans or cause on Form S-4 relating to corporate reorganizations or other transactions under Rule 145. (q) The Company will use its best efforts to do and perform all things required to be taken, any such done and performed by it under this Agreement and the other actionsOffering Documents prior to or after the Closing Date and to satisfy all conditions precedent on its part to the obligations of the Initial Purchasers to purchase and accept delivery of the Purchased Shares.

Certain Covenants. The Company hereby agrees with each Underwriter: (a) That that the Company shall cooperate with the Lead Underwriter Representative and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Offered Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead UnderwriterRepresentative; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Offered Securities; provided and that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Offered Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter Representative promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That that if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Offered Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To to prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to file such Prospectus with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree, and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement, or on such other day as the parties may mutually agree, to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by means reasonably calculated to result in filing with the Commission pursuant to such Rule; Securities Act Regulations, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) Thatthat, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Offered Securities underwritten by it, the Company shall promptly advise the Lead Underwriter Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the ProspectusCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter Representative promptly of any proposal to prepare, use, authorize, approve or file any amendment amend or supplement to the Registration Statement, any Issuer Free Writing Prospectus Statement or the Prospectus, shall furnish to the Lead Underwriter Representative for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will shall not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement or use any such Prospectus to which the Lead Underwriter shall Representative reasonably objectobjects; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (he) To to furnish to the Lead Underwriter Representative for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Offered Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter Representative may reasonably request regarding the Company; (if) To to advise the Lead Underwriter Representative promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Offered Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representative or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's ’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale InformationProspectus, as amended or supplemented, will comply with the law; (jg) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentative, be required by the Securities Act or requested by the Commission; (kh) Thatthat, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Statement or supplement or amendment to the Prospectus or any Prospectus pursuant to Rule 424 under the ProspectusSecurities Act, the Company shall furnish to the Lead Underwriter Representative for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter Representative reasonably objects; (li) To to furnish promptly to the Representative a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (j) to furnish to the Lead UnderwriterRepresentative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (gd) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the such period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (mk) Not not to, and to use its best efforts to cause its officers, directors and affiliates not to, (Ai) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Offered Securities, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters Underwrites as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Offered Securities or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (nl) That that during the time which a Prospectus relating to the Offered Securities is required to be delivered under the Securities Act Regulations, the Company shall file, on a timely basis, with the Commission, all reports and documents required to be filed under the Exchange Act; (m) that the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Offered Securities in the manner set forth therein and in the Prospectus; (on) That that the Company shall not invest invest, or otherwise use the proceeds received by the Company from its sale of the Underwritten Offered Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and; (po) To to the extent, if any, that any rating provided with respect to the Underwritten Offered Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions; and (p) that the Company shall file the Computational Materials and ABS Term Sheets (if any) provided to it by any Underwriter under Section 3(b)(iii) with the Commission pursuant to a Current Report on Form 8-K by 10:00 a.m. on the morning the Prospectus is delivered to such Underwriter or, the case of any Collateral Term Sheet required to be filed prior to such date, by 10:00 a.m. on the second business day following the first day on which such Collateral Term Sheet has been sent to a prospective investor; provided, however, that prior to such filing of the Computational Materials and ABS Term Sheets (other than any Collateral Term Sheets that are not based on the Pool Information) by the Company, such Underwriter must comply with its obligations pursuant to Section 3(b) and the Company must receive a letter from Deloitte & Touche LLP, certified public accountants, satisfactory in form and substance to the Company and its counsel, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Company, as a result of which they determined that all information that is included in the Computational Materials and ABS Term Sheets (if any) provided by the Underwriters to the Company for filing on Form 8-K, as provided in Section 3(b) and this Section 5(p), is accurate except as to such matters that are not deemed by the Company to be material. The foregoing letter shall be at the sole expense of the Company. The Company shall file any corrected Computational Materials or ABS Term Sheets described in Section 3(b)(v) as soon as practicable following receipt thereof.

Certain Covenants. The Company hereby agrees Issuers jointly and severally covenant and agree with each Underwriterthe Initial Purchaser that: (ai) That The Issuers will not amend or supplement the Company Final Memorandum or any amendment or supplement thereto of which the Initial Purchaser shall not have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchaser shall not have given its consent (which consent shall not be unreasonably withheld). The Issuers will promptly, upon the reasonable request of the Initial Purchaser or counsel for the Initial Purchaser, make any amendments or supplements to the Preliminary Memorandum or the Final Memorandum that may be necessary in connection with the resale of the Securities by the Initial Purchaser. (ii) The Issuers will cooperate with the Lead Underwriter and legal counsel Initial Purchaser in arranging for the Underwriters qualification of the Securities for offering and furnish sale under the securities or "Blue Sky" laws of such information jurisdictions as the Initial Purchaser may designate and will continue such qualifications in effect for as long as may be required necessary to qualify or register complete the Underwritten resale of the Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead UnderwriterInitial Purchaser; provided, however, that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution connection therewith none of the Underwritten Securities; provided that the Company Issuers shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in excess of a nominal amount in respect of doing business in any such jurisdiction where in which it is not presently qualified otherwise subject. (iii) If, at any time prior to the completion of the resale by the Initial Purchaser of the Notes or where it would be subject to taxation the Private Exchange Notes, any event shall occur as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension result of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offeringwhich it is necessary, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event opinion of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain Initial Purchaser, to amend or supplement the consent Final Memorandum in order to make such Final Memorandum not misleading in the light of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, circumstances existing at the time it is delivered to a purchaser, or if for any other reason it shall be necessary to amend or supplement the Final Memorandum in order to comply with applicable laws, rules or regulations, the Issuers shall (subject to Section 5(i)) forthwith amend or supplement such Final Memorandum at its own expense so that, as so amended or supplemented, such Final Memorandum will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time it is delivered to a purchaser, not misleadingmisleading and will comply with all applicable laws, rules or regulations. (Biv) The Issuers will, without charge, provide to the Initial Purchaser and to counsel for the Initial Purchaser as a result many copies of each Preliminary Memorandum or Final Memorandum or any amendment or supplement thereto as the Initial Purchaser may reasonably request. (v) None of the Issuers or any of their respective Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which any Issuer Free Writing Prospectus conflicted or would conflict could be integrated with the information contained sale of the Securities in a manner which would require the Registration Statement relating to registration under the Underwritten Securities Act of the Securities. (vi) For so long as any of the Securities remain outstanding, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and Company will furnish to the Underwriters copies Initial Purchaser (a) as soon as available, a copy of each report or other communication (financial or otherwise) of the proposed amendment Company mailed to the Trustee or supplement before filing any such amendment holders of the Securities or supplement stockholders or filed with the Commission or any national securities exchange on which any class of securities of the Company may be listed, and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may (b) from time to time such other information concerning the Issuers as the Initial Purchaser may reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law;request. (jvii) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the The Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities as set forth under "Use of Proceeds" in the Final Memorandum. (viii) Prior to the Closing Date, the Company will furnish to the Initial Purchaser, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim consolidated financial statements of the Company and the Subsidiaries, for any period subsequent to the period covered by the most recent financial statements appearing in the Final Memorandum. (ix) The Company will not, and will not permit any of the Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (x) For so long as any of the Securities remain outstanding, the Company will make available at its expense, upon request, to any holder of Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (xi) The Issuers will use their best efforts to (i) permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. (the "NASD") relating to trading in the Private Offerings, Resales and Trading through Automated Linkages market (the "Portal Market") and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (xii) In connection with Securities offered and sold in an offshore transaction (as defined in Regulation S), the Issuers will not register any transfer of such Securities not made in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the manner set forth therein and in the Prospectus;form of definitive securities. (oxiii) That If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (other than by reason of a default or omission by the Initial Purchaser of its obligations hereunder) or if this Agreement shall be terminated by the Initial Purchaser because of any failure or refusal on the part of the Issuers to comply with the terms or fulfill any of the conditions of this Agreement, the Company shall not invest or otherwise use agrees to reimburse the proceeds received Initial Purchaser for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Initial Purchaser) incurred by the Initial Purchaser in connection herewith, but in no event will the Company be liable to the Initial Purchaser for damages on account of loss of anticipated profits from its the sale of the Underwritten Securities in such a manner as would require Securities. (xiv) The Issuers will not become, at any time prior to the Company to register as expiration of three years after the Closing Date, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and. (pxv) To During the extentperiod of three years after the Closing Date, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or will not, and will not permit any of its "affiliates" (as defined in Rule 144 under the Securities Act) to, resell any of the Company, shall furnish, or cause Securities which constitute "restricted securities" under Rule 144 that have been reacquired by any of them. (xvi) The Issuers will use their best efforts to do and perform all things required to be furnished, such documents done and take, performed by them under this Agreement and the other Basic Documents prior to or cause after the Closing Date and to be taken, any such other actionssatisfy all conditions precedent on their part to the obligations of the Initial Purchaser to purchase and accept delivery of the Securities.

Certain Covenants. (a) The Company hereby agrees with each Underwriteragrees: (ai) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws states as you may designate and shall continue to maintain such qualifications, registrations and exemptions qualifications in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject state (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that ; (ii) to make available to the Underwriters in the event New York City as many copies of the issuance Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any order suspending such qualificationamendments or supplements thereto) as the Underwriters may reasonably request for the purposes contemplated by the Act; in case any Underwriter is required to deliver (whether physically or through compliance with Rule 172 under the Act or any similar rule), registration or exemptionin connection with the sale of the Shares, a prospectus beyond the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Company shall use will prepare promptly upon request, but at its best efforts expense, such amendment or amendments to the Registration Statement and such prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (iii) to advise you promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement, any Prepricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to make every reasonable effort to obtain the withdrawal thereof at lifting or removal of such order as soon as possible; to advise you promptly of any proposal to amend or supplement the earliest possible momentRegistration Statement, any Prepricing Prospectus or the Prospectus, including by filing any documents that would be incorporated therein by reference and to file no such amendment or supplement to which you shall object in writing; (biv) That to file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of the Shares, and to promptly notify you of such filing; (v) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment to the Registration Statement thereto to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possiblepossible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the registration statement or such post-effective amendment has become effective; (cvi) To prepare the Prospectus in a form approved by the Underwriters and to cause furnish to be transmitted you and, upon request, to the Commission for filing pursuant to Rule 424(b) each of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the other Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five three years from the date of this Agreement (i) as soon as availablecopies of any reports or other communications which the Company shall send to its shareholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other communications supplied to holders of Underwritten Securitiessimilar form as may be designated by the Commission, (iiiii) as soon as practicable after the filing thereofupon request, copies of all documents or reports filed by with any national securities exchange on which any class of securities of the Company with the Commission or any securities exchange is listed, and (iiiiv) such other information as the Lead Underwriter you may reasonably request regarding the CompanyCompany or the Subsidiaries, in each case as soon as such communications, documents or information becomes available; provided, however, that in no case shall the Company be required to furnish materials pursuant to this paragraph which are filed and publicly accessible via ▇▇▇▇▇ or any successor database; (ivii) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) Shares is required under the Securities Act Regulations) is required to be delivered under (whether physically or through compliance with Rule 172 or any similar rule) in connection with any sale of the Securities Act Regulations Shares, which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersCompany, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used used, or in the information incorporated therein by reference, so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish furnish, at the Company’s expense, to the Underwriters copies promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and to furnish you a copy of the such proposed amendment or supplement before filing any such amendment or supplement with the Commission Commission; (viii) to make generally available to its security holders, and thereafter promptly to deliver to you, as soon as reasonably practicable, but not later than 16 months after the date of this Agreement, an earning statement of the Company satisfying the provisions of the last paragraph of Section 11(a) of the Act and Rule 158(c) thereunder; (ix) to furnish at or make available to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and of cash flow of the Company's own expense to the Underwriters and to dealers) for such fiscal year, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light accompanied by a copy of the circumstances when it certificate or report thereon of nationally recognized independent registered public accountants; (or in lieu thereof the notice referred x) to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case furnish to you three conformed copies of any Issuer Free Writing Prospectus, conflict with the information contained in each of the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply initially filed with the lawCommission, and of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient conformed copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (jxi) To file promptly with the Commission any amendment or supplement to furnish to you as early as practicable prior to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment time of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, purchase and the Company shall additional time of purchase, as the case may be, but not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent registered public accountants, as stated in their letter to be furnished pursuant to Section 6(d) hereof; (xii) to apply the net proceeds from the sale of the Shares, in all material respects, in the manner set forth under the caption “Use of proceeds” in the Prospectus; (xiii) to furnish to you, before filing with the Commission subsequent to the effective date of the Registration Statement and during the period referred to in paragraph (gvii) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, 14 or 15(d) of the Exchange Act; (xiv) to pay all expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Basic Prospectus, any Prepricing Prospectus, the Prospectus Supplement, the Prospectus, any Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the word processing and/or printing of this Agreement, any Agreement Among Underwriters and any dealer agreements and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel to the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any filing for review of the public offering of the Shares by FINRA (including the legal fees and filing fees and other disbursements of counsel to the Underwriters with respect thereto), (vi) any listing of the Shares on any securities exchange and any registration thereof under the Exchange Act, (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the performance of the Company’s other obligations hereunder; (xv) to comply with Rule 433(g) under the Act; (xvi) not to (i) sell, offer to sell, contract to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii), or (iv) file a registration statement under the Act relating to the offer and sale of any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares for a period of sixty (60) days after the date hereof (the “Lock-up Period”) without the prior written consent of ▇▇▇▇▇▇▇▇▇ & Company, Inc., except for (i) the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Shares upon the exercise of outstanding options or warrants as disclosed in the Registration Statement, each Prepricing Prospectus and the Prospectus, (iii) the issuance of employee stock options not exercisable during the Lock-up Period pursuant to stock option plans, if any, described in the Registration Statement, each Prepricing Prospectus and the Prospectus, (iv) issuances of Common Shares to the trustees and officers of the Company and directors, officers and employees of RMR pursuant to the Company’s Incentive Share Award Plan described in the Registration Statement, each Prepricing Prospectus and the Prospectus and to RMR in payment of its incentive fee in accordance with the Company’s business management agreement with RMR filed as an exhibit to the Registration Statement and (v) issuances of Common Shares as partial or full payment for properties directly or indirectly acquired or to be acquired by the Company or its subsidiaries; provided that, the Company shall have conditioned such issuances of Common Shares upon agreement of the recipients to the restrictions of this paragraph; provided, however, that if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of five years hereafter the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to file all such documents and reports in the manner and within Company occurs; or (b) prior to the time periods required expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this 5(a)(xvi) shall continue to apply until the Exchange Act and expiration of the Exchange Act Regulationsdate that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs; (mxvii) Not to, and to use its best efforts to cause the Shares to be listed on the NYSE; (xviii) to use its officers, directors and affiliates not to, (A) take, directly or indirectly prior best efforts to termination continue to qualify as a REIT under Sections 856 through 860 of the underwriting syndicate contemplated by this AgreementCode; (xix) to maintain a transfer agent and, any action designed to stabilize or manipulate if necessary under the price jurisdiction of any security formation of the Company, or which may cause or result in, or which might in a registrar for the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiesCommon Shares; (nxx) That prior to the time of purchase, to issue no press release or other communication directly or indirectly and hold no press conferences with respect to the Company will comply with all or any Subsidiary, the financial condition, results of operations, business, properties, assets, or liabilities of the provisions of Company or any undertakings in Subsidiary, or the Registration Statement and apply the net proceeds from the sale offering of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company ActShares, without your prior consent; and (pxxi) To not, at any time at or after the extentexecution of this Agreement, if anyto, directly or indirectly, offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus. (b) Each Underwriter represents, severally and not jointly, that it has not and will not use any rating provided “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions Commission by the Company or any of its affiliatesUnderwriter pursuant to Rule 433 under the Act, other than any free writing prospectus listed on Schedule B hereto or otherwise consented to by the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.

Certain Covenants. The Company hereby agrees with each Underwriter: (a) That that the Company shall cooperate with the Lead Underwriter Representative and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Offered Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead UnderwriterRepresentative; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Offered Securities; provided and that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Offered Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter Representative promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That that if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Offered Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To to prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rulesaid rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T; (d) The the Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Offered Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To to furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter Representative and counsel for the Underwriters and obtain the consent of the Lead Underwriter Representative prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale InformationIssuer Free Writing Prospectuses, if any, identified in Schedule III hereto; (f) To to comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) 433 with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such said Rule), legending and record keeping, as applicable; (g) Thatthat, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Offered Securities underwritten by it, the Company shall promptly advise the Lead Underwriter Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus, the Prospectus or any Issuer Free Fee Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Fee Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter Representative promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter Representative for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter Representative shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To to furnish to the Lead Underwriter Representative for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Offered Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter Representative may reasonably request regarding the Company; (i) To to advise the Lead Underwriter Representative promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Offered Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representative or legal counsel for the Underwriters, (Ai) would require the making of any change in the Prospectus or the Time of Sale Information Disclosure Package then being used so that the Prospectus or Time of Sale Information Disclosure Package would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (Bii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Offered Securities, or (Ciii) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information Disclosure Package to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's ’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter Representative may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information Disclosure Package so that the Prospectus or the Time of Sale Information Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale InformationDisclosure Package, as amended or supplemented, will comply with the law; (j) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentative, be required by the Securities Act or requested by the Commission; (k) Thatthat, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter Representative for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter Representative reasonably objects; (l) To to furnish promptly to the Representative a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (m) to furnish to the Lead UnderwriterRepresentative, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (mn) Not not to, and to use its best efforts to cause its officers, directors and affiliates not to, (Ai) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Offered Securities, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information Disclosure Package and Prospectus) any compensation for soliciting purchases of the Underwritten Offered Securities or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (no) That that the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Offered Securities in the manner set forth therein and in the each of the Disclosure Package and the Prospectus; (op) That that the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Offered Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and; (pq) To to the extent, if any, that any rating provided with respect to the Underwritten Offered Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions; and (r) the Company shall obtain a letter from Deloitte & Touche LLP, certified public accountants, satisfactory in form and substance to the Company and the Underwriters, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Company and the Underwriters, as a result of which they have determined that the information included in the Disclosure Package that the accountants have examined in accordance with such agreed upon procedures, is accurate except as to such matters that are not deemed by the Company or the Underwriters to be material.

Certain Covenants. The Company hereby agrees with each Underwriter(a) After the Closing, Parent and its Subsidiaries shall not conduct, and shall not be Related Persons of: (ai) That any business using the Company shall cooperate name "Ameri-Forge," "UCR" or "AFC"; or (ii) any business that competes with the Lead Underwriter and legal counsel for the Underwriters and furnish such information any business conducted as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; date hereof by any Seller anywhere in Texas or any other state or jurisdiction in which any Seller conducted business as of the date hereof, provided that the Company obligations of Parent and its Subsidiaries under this clause (ii) shall terminate three years after the Closing Date (the "Noncompete Term"). --------------- Notwithstanding the foregoing provisions of this paragraph (a), Parent and its Subsidiaries may be passive investors owning, in the aggregate, no more than five percent (5%) of the outstanding equity securities of any corporation the equity securities of which are listed on a national securities exchange or traded in the NASDAQ National Market System and with which Parent and its Subsidiaries have no other connection whatsoever. (b) Unless otherwise required by law or expressly authorized in writing by Buyer, Parent, GPX and Sellers shall not, and shall use their respective best efforts to cause each of their respective Related Persons not to, disclose to any Person not in the employ of Buyer, other than a potential or actual acquisition or business combination partner of Parent, which shall agree to be required bound by the provisions of this Section 8.1(b), any information concerning any -------------- of the Acquired Assets or the businesses conducted by Sellers prior to qualify as a foreign corporation the Closing Date not rightfully in the public domain, including, without limitation, lists of customers or suppliers, pricing strategies, business files and records, trade secrets and financial information. (c) During the Noncompete Term, Parent, GPX and Sellers shall not, and shall use their respective best efforts to cause each of their respective Related Persons not to, offer to employ or employ any Seller Employee employed by Buyer. (d) During the Noncompete Term, Parent, GPX and Sellers shall not, and shall use their respective best efforts to cause each of their respective Related Persons not to, engage or participate in any effort or act to induce any customer, supplier, associate, employee, sales agent or independent contractor of Buyer to take any action that would subject it which has the purpose of being disadvantageous to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder;Buyer. (e) To furnish Parent, GPX and Sellers acknowledge that the damages that would be suffered by Buyer as a copy result of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent any breach of the Lead Underwriter prior provisions of this Section ------- 8.1 may not be calculable and that an award of a monetary judgment for such a --- breach would be an inadequate remedy. Consequently, Buyer shall have the right, in addition to referring toany other rights it may have, using to obtain, without the requirement of posting any bond, in any court of competent jurisdiction, injunctive relief to restrain any breach or filing with the Commission Threatened breach of any Free Writing Prospectus pursuant provision of this Section 8.1 ----------- or otherwise to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part specifically enforce any of the Time of Sale Information;provisions hereof. This remedy is in addition to Damages for any loss directly or indirectly suffered by Buyer and reasonable attorneys' fees. (f) To comply with The parties hereto agree that the requirements duration and area for which the covenants in this Section 8.1 are to be effective are reasonable. In the event ----------- that any court of competent jurisdiction finally determines that the time period or the geographic scope of any such covenant is unreasonable or excessive and any covenant is to that extent made unenforceable, the parties agree that the restrictions of this Section 3 hereof 8.1 shall remain in full force and Rules 164 effect for the ----------- greatest time period and 433 within the greatest geographic area that would not render it unenforceable. The parties intend that each of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result covenants in filing with the Commission pursuant to such RuleSections 8.1(a), legending (b), (c) and record keeping, as applicable;(d) shall be deemed to be a separate covenant. ------------------------- --- (g) That, for a period The covenants of 90 days after the date of Parents and its Subsidiaries contained in this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt Section 8.1 are independent of any comments ofcovenants of Buyer contained herein or in ----------- any other document or instrument delivered in connection herewith or pursuant hereto, or requests for additional or supplemental information from, the Commission or and any request breach by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date Buyer of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company covenant shall not file justify any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy breach by Parent and its Subsidiaries of any document proposed to be filed with the Commission pursuant to their covenants under this Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.8.1. -----------

Certain Covenants. The Company and the Operating Partnership hereby agrees agree with each Underwriter: (a) That that the Company shall cooperate with the Lead Underwriter Representatives and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws or other foreign laws of those jurisdictions designated by the Lead Underwriter; that the Company Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter Representatives promptly of such suspension or any initiation or threat known by the Company of any proceeding for any such purpose; and that, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment;. (b) That that if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor use its best efforts to cause such post-effective amendment to become effective as soon as possible;. (c) To to prepare the Prospectus in a form reasonably approved by the Underwriters and to cause to be transmitted to file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations not later than 10:00 a.m. (New York City time), on the second day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the second day following the execution and delivery of this Agreement, or on such other day as the parties may mutually agree, to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by means reasonably calculated to result in filing with the Commission pursuant to such Rule; Securities Act Regulations, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T;T. (d) The Company will furnish to each Underwriteradvise the Representatives promptly and (if requested by the Representatives) to confirm such advice in writing, from time to time during the period when a prospectus relating any post-effective amendment to the Underwritten Securities is required to be delivered Registration Statement becomes effective under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder;Regulations. (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring tothat, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by itAgreement, the Company shall promptly advise the Lead Underwriter Representatives orally (and, if requested by the Representatives, promptly confirm such advice in writing writing) (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the ProspectusCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing the Common Shares from the New York Stock Exchange, or of the threatening or initiation of any proceedings for any of such purposes; and that the Company shall use its best efforts to prevent the issuance of any such order or suspension, removal or termination from listing, and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, shall advise the Lead Underwriter Representatives promptly of any proposal to prepare, use, authorize, approve amend or supplement the Registration Statement or Prospectus and to file any no such amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter Representatives shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) ), 430A and 434, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission;. (hf) To to furnish to the Lead Underwriter Underwriters for a period of five three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current annual reports or other communications supplied to holders of Underwritten SecuritiesCommon Shares not publicly available, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission NASD or any securities exchange and (iii) such other information not publicly available as the Lead Underwriter Underwriters may reasonably request regarding the Company;Company and the Subsidiaries. (ig) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representatives or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's ’s own expense to the Underwriters and to dealersUnderwriters, copies in such quantities and at such locations as the Lead Underwriter Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale InformationProspectus, as amended or supplemented, will comply with the law;. (jh) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentatives, be required by the Securities Act or requested by the Commission;. (ki) Thatthat, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Statement or supplement or amendment to the Prospectus or any Prospectus pursuant to Rule 424 under the ProspectusSecurities Act, the Company shall furnish to the Lead Underwriter Representatives and counsel for the Underwriters for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter Representatives reasonably objects;object. (lj) To to furnish promptly to each Representative a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representatives may reasonably request. (k) to furnish to the Lead Underwritereach Representative, not less than two one business days day before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred in which a prospectus relating to the Shares is required to be delivered under the Act in paragraph (g) aboveconnection with sales by any Underwriter or dealer, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the such period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and Act, the Exchange Act Regulations;Regulations and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (l) to apply the net proceeds from the sale of the Shares in the manner described under the caption “Use of Proceeds” in the Prospectus. (m) Not to make generally available to its security holders and to deliver to the Representatives as soon as practicable, but in any event not later than 45 days after the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement (unless such fiscal quarter is the last fiscal quarter of the Company’s fiscal year, in which case such earnings statement shall be delivered no later than 90 days after the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement) an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement. (n) to use its best efforts to maintain the listing of the Shares on the New York Stock Exchange and to file with the New York Stock Exchange all documents and notices required by the New York Stock Exchange of companies that have securities for which quotations are reported by the New York Stock Exchange. (o) to engage and maintain, at its expense, a registrar and transfer agent for the Shares. (p) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, establishing an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or filing any registration statement under the Securities Act with respect to any of the foregoing (provided that the Company may file a registration statement solely for the resale of Common Shares), or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise; provided, however, that the Company may issue its Common Shares or options to purchase its Common Shares, or Common Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). (q) not to, and to use its best efforts to cause its officers, directors trustees, partners and affiliates affiliates, as applicable, not to, (Ai) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten SecuritiesShares, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities Shares or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities;securities of the Company. (nr) That (i) to use its best efforts to cause Friedman, Billings, ▇▇▇▇▇▇ Group, Inc., an affiliate of FBR, and each officer and trustee of the Company to furnish to the Representatives, prior to the First Closing Date, a letter agreement substantially in the form of Exhibit A hereto; (ii) to use its best efforts to cause each other shareholder of the Company and each Unit holder of the Operating Partnership to furnish to the Company an agreement not to, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell, contract to sell or otherwise dispose of or hedge their Common Shares covered by the Company’s registration statement on Form S-11 (No. 333-104000) for 45 days following the date of the Prospectus; provided, that this “lock-up period” will automatically terminate upon the later to occur of (A) exercise in full of the option granted in Section 1(b) hereof and (ii) the fifth consecutive day on which the closing price of our Common Shares on the New York Stock Exchange equals at least 120% of the public offering price of our Common Shares, or $15.00; (iii) to enforce all existing agreements between the Company and any of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities in connection with the Company’s September 2002 private placement; and (iv) to direct the transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by “lock-up” agreements for the duration of the periods contemplated in such agreements. (s) that during the time which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations, the Company shall file, on a timely basis, with the Commission and the New York Stock Exchange all reports and documents in the manner required by the Exchange Act, the Exchange Act Regulations and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; additionally, the Company shall report the use of proceeds from the issuance of the Shares as may be required under Rule 463 under the Securities Act. (t) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in the minimum amount of $75 million which shall apply to the offering contemplated hereby. (u) that the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus;Statement. (ov) That that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT under the Code. (w) that the Company shall not invest invest, or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities Shares in such a manner as would require the Company or any of its Subsidiaries to register as an investment company under the Investment Company Act; and. (px) To that, in connection with the extentDirected Share Program, if any, the Company will ensure that any rating provided with respect the Directed Shares will be restricted to the Underwritten Securities extent required by the applicable rating agency is conditional upon the furnishing of documents NASD or the taking NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of any actions by three months following the Company or any date of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.effectiveness of the Registration Statement; tha

Certain Covenants. The Company hereby agrees Obligors jointly and severally covenant and agree with each Underwriterthe Initial Purchasers that: (ai) That The Obligors will not amend or supplement the Company Final Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given their consent (which consent shall not be unreasonably withheld). The Obligors will promptly, upon the reasonable request of the Initial Purchasers or counsel for the Initial Purchasers, make any amendments or supplements to the Preliminary Memorandum or the Final Memorandum that may be necessary in connection with the resale of the Securities by the Initial Purchasers. (ii) The Obligors will cooperate with the Lead Underwriter and legal counsel Initial Purchasers in arranging for the Underwriters qualification of the Securities for offering and furnish sale under the securities or "Blue Sky" laws of such information jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be required necessary to qualify or register complete the Underwritten resale of the Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead UnderwriterInitial Purchasers; PROVIDED, HOWEVER, that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution connection therewith none of the Underwritten Securities; provided that the Company Obligors shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in excess of a nominal amount in respect of doing business in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment;otherwise subject. (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; andIf, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and completion of the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made resale by the Company under such Rule 424(b) were received in a timely manner by Initial Purchasers of the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during shall occur as a result of which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) it is required to be delivered under the Securities Act Regulations whichnecessary, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersInitial Purchasers, (A) would require to amend or supplement the making of any change Final Memorandum in order to make such Final Memorandum not misleading in the Prospectus or light of the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, circumstances existing at the time it is delivered to a purchaser, or if for any other reason it shall be necessary to amend or supplement the Final Memorandum in order to comply with applicable laws, rules or regulations, the Obligors shall (subject to Section 5(i)) forthwith amend or supplement such Final Memorandum at their own expense so that, as so amended or supplemented, such Final Memorandum will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time it is delivered to a purchaser, not misleadingmisleading and will comply with all applicable laws, rules or regulations. (Biv) The Obligors will, without charge, provide to the Initial Purchasers and to counsel for the Initial Purchasers as a result many copies of each Preliminary Memorandum or Final Memorandum or any amendment or supplement thereto as they may reasonably request. (v) None of the Obligors or any of their respective Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which any Issuer Free Writing Prospectus conflicted or would conflict could be integrated with the information contained sale of the Securities in a manner which would require the Registration Statement relating to registration under the Underwritten Securities Act of the Securities. (vi) For so long as any of the Securities remain outstanding, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and Company will furnish to the Underwriters copies Initial Purchasers (a) as soon as available, a copy of each report or other communication (financial or otherwise) of the proposed amendment Company mailed to the Trustee or supplement before filing any such amendment holders of the Securities or supplement holders of other publicly traded securities of the Company or filed with the Commission or any national securities exchange on which any class of securities of the Company may be listed, and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may (b) from time to time such other information concerning the Obligors as the Initial Purchasers may reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law;request. (jvii) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the The Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities as set forth under "Use of Proceeds" in the Final Memorandum. (viii) Prior to the Closing Date, the Company will furnish to the Initial Purchasers, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim consolidated financial statements of the Company and the Subsidiaries, for any period subsequent to the period covered by the most recent financial statements appearing in the Final Memorandum. (ix) The Company will not, and will not permit any of Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Securities or in any manner involving (x) For so long as any of the Securities remain outstanding, the Company will make available at its expense, upon request, to any holder of Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (xi) The Obligors will use their best efforts to (i) permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. (the "NASD") relating to trading in the Private Offerings, Resales and Trading through Automated Linkages market (the "Portal Market") and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (xii) In connection with Securities offered and sold in an offshore transaction (as defined in Regulation S), the Obligors will not register any transfer of such Securities not made in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the manner set forth therein and in the Prospectus;form of definitive securities. (oxiii) That the Company If this Agreement shall not invest terminate or otherwise use the proceeds received shall be terminated after execution pursuant to any provision hereof (other than by reason of a default or omission by the Company Initial Purchasers of their obligations hereunder) or if this Agreement shall be terminated by the Initial Purchasers because of any failure or refusal on the part of the Obligors to comply with the terms or fulfill any of the conditions of this Agreement, the Obligors, jointly and severally, agree to reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection herewith, but in no event will the Obligors be liable to the Initial Purchasers for damages on account of loss of anticipated profits from its the sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsSecurities.

Certain Covenants. The Company hereby agrees and the Operating Partnership hereby, jointly and severally, agree with each the Underwriter: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those such jurisdictions designated (both domestic and foreign) as the Underwriter may designate and to maintain such qualifications in effect as long as requested by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required Underwriter for the distribution of the Underwritten SecuritiesShares; provided that provided, that, neither the Company nor the Operating Partnership shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification corporation or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentpartnership; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possiblepossible and to advise the Underwriter promptly and, if requested by the Underwriter, to confirm such advice in writing, when such post-effective amendment has become effective; references herein to the Registration Statement shall include such post-effective amendment; (c) To to prepare the a Prospectus in a form reasonably approved by the Underwriters Underwriter and to cause to be transmitted to file such Prospectus with the Commission for filing pursuant to in the manner and within the time period required by Rule 424(b) of under the Securities Act Regulations (without reliance on Rule 424(b)(8)) and to furnish promptly to the Underwriter copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriter may reasonably request for the purposes contemplated by means reasonably calculated to result in filing with the Commission pursuant to such Rule; Securities Act Regulations, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters Underwriter will be identical to the version created to be transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T; (d) The Company will furnish subject to each its other covenants in this Section 4, to comply with Rule 430B until the distribution of the Shares by the Underwriter is complete; to advise the Underwriter promptly and, if requested by the Underwriter, from time to time during the period confirm such advice in writing, when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or new registration statement relating to the Shares becomes effective under the Securities Act or any amendment or supplement to any Issuer Free Writing the Prospectus or any amended Prospectus is filed; (e) to advise the ProspectusUnderwriter immediately, and, if requested by the Underwriter, confirming such advice in writing, of (iiii) the receipt of any comments from, or any request by, the time and date that any post-effective amendment Commission for amendments or supplements to the Registration Statement becomes effective and or Prospectus or for additional information with respect thereto, or (ivii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus; , or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, and, if the Commission shall enter or any other government agency or authority should issue any such stop order at any timeorder, the Company will use its best efforts to make every reasonable effort to obtain the lifting or removal of such order at the earliest possible momentas soon as possible; the Company shall, within such period, and to advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve amend or supplement the Registration Statement or Prospectus and to file any no such amendment or supplement to which the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, Underwriter shall reasonably object in writing; (f) to furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securitiesshares of Common Stock not otherwise publicly available, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission Commission, FINRA or any securities exchange not otherwise publicly available and (iii) such other information not otherwise publicly available as the Lead Underwriter may reasonably request regarding the Company, the Operating Partnership and the Subsidiaries; (ig) To to advise the Lead Underwriter promptly of the happening of any event known to the Company or the Operating Partnership within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act or the Securities Act Regulations whichthat, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersUnderwriter, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Underwriters Underwriter copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's ’s own expense to the Underwriters Underwriter and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in so that the case Prospectus will comply with the Securities Act and the Securities Act Regulations; if at any time following issuance of any an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, Statement (or so that any other registration statement relating to the Prospectus Shares) or the Time General Disclosure Package or any preliminary prospectus or included or would include an untrue statement of Sale Informationa material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, as amended in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Underwriter and promptly amend or supplementedsupplement, will comply with the lawat its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; (jh) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (ki) That, prior to filing with the Commission any amendment to the Registration Statement or supplement to the Registration Statement, any Issuer Free Writing Prospectus or any Prospectus pursuant to Rule 424 under the ProspectusSecurities Act, the Company shall to furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, thereof to the Underwriter and counsel for the Company shall Underwriter and not to file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; to give the Underwriter notice of its intention to make any filing pursuant to the Exchange Act or the Exchange Act Regulations from the Applicable Time to the Closing Time and to furnish the Underwriter and counsel for the Underwriter with copies of any such documents a reasonable amount of time prior to such proposed filing and not to file or use any such document to which the Underwriter or counsel for the Underwriter shall reasonably object; (lj) To to furnish promptly to the Underwriter a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Underwriter may reasonably request; (k) to furnish to the Lead Underwriter, not less than two one business days day before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred in which a Prospectus relating to in paragraph (g) abovethe Shares is required to be delivered under the Securities Act or the Securities Act Regulations, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the such period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (l) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (m) Not to make generally available to its security holders and to deliver to the Underwriter as soon as practicable, but in any event not later than forty five (45) days after the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement (or later than ninety (90) days, if such fiscal quarter is the last fiscal quarter of the Company’s fiscal year) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (in such form, at the option of the Company, as complies with Rule 158 under the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (n) to use its best efforts to maintain the listing of the Shares on the New York Stock Exchange and to file with the New York Stock Exchange all documents and notices required by the New York Stock Exchange of companies that have securities that are traded on the New York Stock Exchange; (o) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (p) to refrain, and to cause the Advisor to refrain, during a period of 60 days from the date of the Prospectus, without the prior written consent of the Underwriter, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant for the purchase or sale of, or otherwise disposing of or transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities similar to or ranking on par with or senior to the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock or such securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that the foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance of Common Stock into which currently outstanding Units or Class B Units may be converted following presentation for redemption by the existing Unit holders or Class B Unit holders, or (C) the grant of Common Stock or options to acquire Common Stock granted under the Company’s current stock incentive plan; provided, that, notwithstanding the foregoing, if (x) during the last 17 days of the 60-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 60-day period; then in each case the restrictions imposed in this subsection shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event; (q) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (Ai) take, directly or indirectly indirectly, prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten SecuritiesShares, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities Shares or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiessecurities of the Company; (nr) That the Company will to comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the ProspectusStatement; (os) That to use its best efforts to meet the requirements to qualify as a REIT under the Code for each of its taxable years until such time as the board of directors of the Company shall determines that it is no longer in the best interests of the Company to qualify as a REIT; (t) the Company and the Operating Partnership, jointly and severally agree that, unless it obtains the prior written consent of the Underwriter, it will not invest make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Underwriter will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule II hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Underwriter; The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Underwriter as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Underwriter and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; (u) not to invest, or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities Shares in such a manner as would require the Company or any of its Subsidiaries to register as an investment company under the Investment Company Act; and (pv) To unless the extent, if any, board of directors of the Company determines that any rating provided with respect to the Underwritten Securities by contribution is not in the applicable rating agency is conditional upon the furnishing best interest of documents or the taking of any actions by the Company or any of that market conditions are such that it is not advisable for the contribution to occur, to use its affiliates, best efforts to enter into the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.contemplated contribution agreement with Ashford Sele

Certain Covenants. The Company hereby agrees and the Operating Partnership hereby, jointly and severally, agree with each Underwriter: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those such jurisdictions designated (both domestic and foreign) as the Representatives may designate and to maintain such qualifications in effect as long as requested by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required Representatives for the distribution of the Underwritten SecuritiesShares; provided that provided, that, neither the Company nor the Operating Partnership shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification corporation or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentpartnership; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possiblepossible and to advise the Representatives promptly and, if requested by the Representatives, to confirm such advice in writing, when such post-effective amendment has become effective; references herein to the Registration Statement shall include such post-effective amendment; (c) To to authorize, execute, and deliver the Articles Supplementary, and file the Articles Supplementary, duly authorized and executed by the Company, with the Maryland State Department of Assessments and Taxation and accepted thereby before the Closing Time; (d) to prepare the a Prospectus in a form reasonably approved by the Underwriters and to cause to be transmitted to file such Prospectus with the Commission for filing pursuant to in the manner and within the time period required by Rule 424(b) of under the Securities Act Regulations (without reliance on Rule 424(b)(8)) and to furnish promptly to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by means reasonably calculated to result in filing with the Commission pursuant to such Rule; Securities Act Regulations, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T; (de) The Company will furnish subject to each Underwriterits other covenants in this Section 4, from time to time during comply with Rule 430B until the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies distribution of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated Shares by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus Underwriters is complete; to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments ofRepresentatives promptly and, or requests for additional or supplemental information from, the Commission or any request if requested by the Commission for amendments or supplements Representatives, to the Registration Statementconfirm such advice in writing, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of when any post-effective amendment to the Registration Statement or new registration statement relating to the Shares becomes effective under the Securities Act or any amendment or supplement to any Issuer Free Writing the Prospectus or any amended Prospectus is filed; (f) to advise the ProspectusRepresentatives immediately, and, if requested by the Representatives, confirming such advice in writing, of (iiii) the receipt of any comments from, or any request by, the time and date that any post-effective amendment Commission for amendments or supplements to the Registration Statement becomes effective and or Prospectus or for additional information with respect thereto, or (ivii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus; , or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, and, if the Commission shall enter or any other government agency or authority should issue any such stop order at any timeorder, the Company will use its best efforts to make every reasonable effort to obtain the lifting or removal of such order at the earliest possible momentas soon as possible; the Company shall, within such period, and to advise the Lead Underwriter Representatives promptly of any proposal to prepare, use, authorize, approve amend or supplement the Registration Statement or Prospectus and to file any no such amendment or supplement to which the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, Representatives shall reasonably object in writing; (g) to furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter Underwriters for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securitiesshares of Common Stock not otherwise publicly available, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission Commission, FINRA or any securities exchange not otherwise publicly available and (iii) such other information not otherwise publicly available as the Lead Underwriter Underwriters may reasonably request regarding the Company, the Operating Partnership and the Subsidiaries to the extent related to the offering of the Shares contemplated hereby; (ih) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company or the Operating Partnership within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act or the Securities Act Regulations whichthat, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representatives or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's ’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in so that the case Prospectus will comply with the Securities Act and the Securities Act Regulations; if at any time following issuance of any an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, Statement (or so that any other registration statement relating to the Prospectus Shares) or the Time General Disclosure Package or any preliminary prospectus or included or would include an untrue statement of Sale Informationa material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, as amended in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Representatives and promptly amend or supplementedsupplement, will comply with the lawat its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; (ji) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentatives, be required by the Securities Act or requested by the Commission; (kj) That, prior to filing with the Commission any amendment to the Registration Statement or supplement to the Registration Statement, any Issuer Free Writing Prospectus or any Prospectus pursuant to Rule 424 under the ProspectusSecurities Act, the Company shall to furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, thereof to the Representatives and counsel for the Company shall Underwriters and not to file any such proposed amendment or supplement to which the Lead Underwriter Representatives reasonably objectsobject; to give the Representatives notice of its intention to make any filing pursuant to the Exchange Act or the Exchange Act Regulations from the Applicable Time to the Closing Time and to furnish the Representatives and counsel for the Underwriters with copies of any such documents a reasonable amount of time prior to such proposed filing and not to file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object; (k) to furnish promptly to the Representatives a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representatives may reasonably request; (l) To to furnish to the Lead UnderwriterRepresentatives, not less than two business days before filing with subsequent to the Commission effective date of the Prospectus and during the period referred in which a Prospectus relating to in paragraph (g) abovethe Shares is required to be delivered under the Securities Act or the Securities Act Regulations, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the such period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (n) to make generally available to its security holders and to deliver to the Representatives as soon as practicable, but in any event not later than forty-five (45) days after the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement (or later than ninety (90) days, if such fiscal quarter is the last fiscal quarter of the Company’s fiscal year) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (in such form, at the option of the Company, as complies with Rule 158 under the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (o) to register the Shares under Section 12(b) of the Exchange Act, and use its best efforts to effect the listing of the Shares on the New York Stock Exchange by the Closing Time, and to file with the New York Stock Exchange all documents and notices required by the New York Stock Exchange of companies that have securities that are traded on the New York Stock Exchange; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain, and to cause the Advisor to refrain, during a period of thirty (30) days from the date of the Prospectus, without the prior written consent of the Representatives, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant for the purchase or sale of, or otherwise disposing of or transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Series I Preferred Stock or any securities similar to or ranking on par with or senior to the Series I Preferred Stock or any securities convertible into or exercisable or exchangeable for Series I Preferred Stock or such securities, including Units and Preferred Units, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Series I Preferred Stock or such securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Series I Preferred Stock or such other securities, in cash or otherwise; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (Ai) take, directly or indirectly indirectly, prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten SecuritiesShares, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities Shares or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiessecurities of the Company; (ns) That the Company will to comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the ProspectusStatement; (ot) That to use its best efforts to meet the requirements to qualify as a REIT under the Code for each of its taxable years until such time as the board of directors of the Company shall determines that it is no longer in the best interests of the Company to qualify as a REIT; (u) the Company and the Operating Partnership, jointly and severally agree that, unless it obtains the prior written consent of the Representatives, it will not invest make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule III hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed and consented to by the Representatives; the Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to by the Representatives as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; (v) not to invest, or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities Shares in such a manner as would require the Company or any of its Subsidiaries to register as an investment company under the Investment Company Act; (w) to authorize, execute and deliver the Partnership Agreement Amendment prior to the Closing Time; and (px) To reserve and keep available at all times the extent, if any, that any rating provided with respect to maximum number of shares of Common Stock issuable upon conversion of the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsShares.

Certain Covenants. The Company hereby agrees 9.1 From and after the date hereof and until the Closing or the termination of this Agreement, the parties hereto shall use their respective commercially reasonable best efforts, and shall cooperate with each Underwriterother, to cause the consummation of the Merger in accordance with the terms and conditions hereof, including without limitation giving any Notice to or obtaining the Consent of any Governmental Authority, or any other Person with respect to any Material Contract, in each case, by reason of the Merger. In particular, Pentech and JAKKS shall use their respective commercially reasonable best efforts: (a) That to obtain the Company shall cooperate with environmental audit report(s) referred to in Section 10.2(e), to give any Notice required under ECRA and to obtain any Consent of the Lead Underwriter NJDEPE required to permit the consummation of the Merger thereunder; and (b) to file HSR Forms under the HSR Act as soon as practicable after the date hereof and legal counsel for to obtain early termination of the Underwriters waiting period, including without limitation filing such additional documents and furnish furnishing such additional information as may be required to qualify the Federal Trade Commission or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution Antitrust Division of the Underwritten SecuritiesDepartment of Justice may request; provided that the Company no provision hereof shall not be required require JAKKS or Pentech to qualify as a foreign corporation divest any business or assets or to take hold any action that would subject it business or assets separate. The filing fees payable in respect of the filing of the HSR Forms shall be payable by JAKKS. 9.2 As soon as practicable after Pentech's receipt of a Fairness Opinion, Pentech shall prepare and file with the SEC preliminary proxy materials relating to general service the Stockholders' Meeting, including the Notice of process such meeting, proxy statement and form of proxy, in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that accordance with the Company applicable provisions of the Exchange Act, shall use its best efforts to prevent file with the suspension of SEC such additional documents and furnish to the qualification or registration of (or SEC such additional information as the SEC may request and otherwise respond to the SEC's comments, if any, on the preliminary proxy materials and any such exemption relating to) other documents or information. Pentech shall make such changes in the Underwritten Securities for offeringproxy materials as are appropriate based on the SEC's comments, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purposeif any, and that shall cause the proxy materials to comply as to form in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply all material respects with the requirements of Section 3 hereof the Exchange Act and Rules 164 shall prepare and 433 file definitive proxy materials in accordance with the applicable provisions of the Securities Act Regulations Exchange Act. Pentech shall provide to JAKKS a draft of any proxy materials or other document to be filed with the SEC in connection with the Stockholders' Meeting or the Merger and advise it of any information to be furnished to the SEC at a reasonably sufficient time in advance in order to allow JAKKS to review the same and give to Pentech any comments or suggestions it may have thereon. Pentech shall also furnish to JAKKS copies of any correspondence to or from the SEC relating to the proxy materials and advise JAKKS of the SEC's comments, if any, thereon, and shall confer with JAKKS as to the appropriate response thereto. Pentech shall pay the filing fee, if any, applicable to any Issuer Free Writing Prospectus, including timely the filing pursuant to Rule 433(d) of the proxy materials with the Commission (by means reasonably calculated to result SEC. JAKKS shall cooperate with Pentech in filing connection with the Commission pursuant to such Rule), legending preparation and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all filing of the Underwritten Securities underwritten by itproxy materials and in responding to any SEC comments thereon, the Company and shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments ofprovide to Pentech, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statementat Pentech's request, any Issuer Free Writing Prospectus or information required to be included in the Prospectus, proxy materials (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or including in any amendment or supplement to any Issuer Free Writing Prospectus or thereto) in accordance with the Prospectus, (iii) of Exchange Act and so that the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission definitive proxy materials shall enter any such stop order not at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, include an untrue statement Effective Time contain any misstatement of a material fact or omit to state a 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. 9.3 Pentech shall take all actions required to call, give Notice of, and hold the Stockholders' Meeting as soon as reasonably practicable after the date hereof, including printing and mailing definitive proxy materials. Pentech shall also take all lawful actions to solicit the Stockholder Approval, including without limitation including in the definitive proxy materials the recommendation of Pentech's Board of Directors in favor of the adoption of this Agreement and the approval of the Merger, unless such recommendation or the inclusion thereof in the definitive proxy materials would cause any of Pentech's directors to breach his fiduciary duty or cause Pentech or any of its directors, officers, employees or agents to violate any applicable Law. 9.4 From and after the date hereof, none of Pentech, any Subsidiary, any Principal Stockholder, any Affiliate thereof, or any director, officer, employee or other agent or representative of any of them, shall, directly or indirectly, accept or solicit any inquiry, offer or proposal from any Person other than JAKKS with respect to any transaction involving any sale or other disposition of the Business or any Assets (other than in the ordinary course of business) or any capital stock of Pentech or any Subsidiary. Pentech shall promptly advise JAKKS of the receipt of any such inquiry, offer or proposal and the material terms thereof. 9.5 Pentech shall not take any Alternative Action, except, subject to the provisions of this Section and the payment of the Termination Fee, if applicable, with respect to any Alternative Proposal that (a) is made in writing, (Bb) as Pentech's Board of Directors determines in good faith in the exercise of its business judgment is reasonably capable of being completed on the terms proposed and if so completed would result in an Alternative Transaction that, from a result financial point of view, would be superior and more beneficial to Pentech's stockholders than the Merger, and (c) Pentech's Board of Directors determines in good faith that its failure to consider such Alternative Proposal or to withdraw, modify or qualify its approval or recommendation of the Merger would cause it to violate its fiduciary duties under applicable Law (a "Superior Proposal"). Prior to entering into any negotiations or discussions with any other Person with respect to, or furnishing confidential information or otherwise responding to, any Superior Proposal, Pentech shall enter into a confidentiality agreement with such Person (which agreement may not include any Issuer Free Writing Prospectus conflicted provision granting to such Person an exclusive right to negotiate with Pentech with respect to an Alternative Transaction). No provision hereof shall preclude Pentech or would conflict its Board of Directors from complying with the information contained requirements of Rule 14d-9 or Rule 14e-2 under the Exchange Act with regard to the Merger or any Alternative Proposal. Subject to Pentech's compliance with the conditions of this Section 9.5, prior to obtaining the Stockholder Approval, Pentech's Board of Directors may withdraw its approval or recommendation of the Merger, or modify or qualify such approval or recommendation, or approve or recommend a Superior Proposal if Pentech shall give to JAKKS written Notice thereof at least five (5) business days prior thereto. Unless this Agreement is terminated in accordance with Article 12 prior to the Stockholders' Meeting, notwithstanding Pentech's receipt of any Alternative Proposal or any Alternative Action, Pentech shall hold the Stockholders' Meeting and call for a vote of its stockholders for the adoption of this Agreement and the approval of the Merger. 9.6 Except as set forth on Schedule 9.6, from and after the date hereof and until the Closing, except as otherwise provided elsewhere herein or as JAKKS may otherwise consent (which consent may not be unreasonably withheld), Pentech and each Subsidiary shall: (a) conduct the Business in ordinary course; (b) use commercially reasonable best efforts to preserve the Business and Assets and maintain their respective relationships with customers and other Persons with which they have material business dealings; (c) not enter into any Restrictive Agreement; (d) not (i) sell, lease, transfer or dispose of any material Asset, other than sales of merchandise from inventory in the Registration Statement relating to ordinary course of business or the Underwritten Securitiesdisposal of defective, obsolete or otherwise unusable Assets or (Cii) if it is necessary at terminate any time Material Contract, except upon expiration of the term thereof as provided therein; (e) use commercially reasonable best efforts to amend or supplement the Prospectus or the Time of Sale Information maintain all required Permits and Consents and to comply with all applicable Orders; (f) use commercially reasonable best efforts to maintain in full force and effect (or to replace on substantially equivalent terms) all currently applicable insurance; (g) except as required under any law andagreement applicable to Pentech or a Subsidiary or in the ordinary course of business consistent with its past practices, during not increase the compensation or other employment benefits payable to or for the benefit of any employee, or enter into, adopt or modify any Employee Plan or other agreement, plan, commitment or arrangement to provide to any employee or other Person any deferred compensation, retirement, severance or other similar payment or benefit; (h) not make any loan or advance or otherwise extend any credit to any director or officer of Pentech or a Subsidiary or any Affiliate of any such timedirector or officer; (i) not amend its certificate or articles of incorporation or organization or Bylaws; (j) not merge or consolidate with any other Person or purchase or otherwise acquire any securities of, or other equity interest or participation in, any Person (other than a Subsidiary); (k) other than pursuant to promptly prepare Pentech's current credit facility, not incur or assume any Indebtedness in an amount in excess of $250,000; (l) not purchase or otherwise acquire any securities of, or make any other investment in, any Person or enter into or create any joint venture; (m) not acquire (other than in the ordinary course of business) the business or assets, substantially as a whole, of any other Person, or make any capital expenditure in excess of $250,000; (n) not declare, set aside or pay any dividend or make any other distribution in cash, securities or other property, on or in respect of any capital stock (other than a cash dividend or distribution by any Subsidiary to Pentech or any other Subsidiary); (o) not split or reverse-split any capital stock or effect any other recapitalization or capital reorganization, or issue or reserve for issuance any capital stock, other than upon the exercise of an Option outstanding on the date hereof in accordance with the terms thereof, or issue or grant any option, warrant or right to purchase, or security or instrument convertible into or exercisable for, any capital stock; or (p) enter into, adopt or assume any agreement, commitment or arrangement which obligates Pentech or any Subsidiary to act or to refrain from acting in violation of, or in a manner inconsistent with, any of the foregoing. 9.7 From and after the date hereof and until the Closing, Pentech shall furnish to the Underwriters copies of the proposed amendment or supplement before filing any JAKKS such amendment or supplement information with the Commission and thereafter promptly furnish at the Company's own expense respect to the Underwriters Business and to dealers, copies in such quantities and at such locations Assets as the Lead Underwriter JAKKS may from time to time reasonably request and shall permit JAKKS and its authorized representatives access, at a mutually-agreeable time during regular business hours and upon reasonable Notice, to conduct a physical inventory of the Assets, to inspect the Real Property, to examine the books and records of Pentech or any Subsidiary and to make inquiries of responsible Persons designated by Pentech with respect thereto; provided that any information so disclosed to JAKKS shall not constitute an appropriate amendment additional representation or supplement warranty of Pentech beyond those expressly set forth in Article 7; and provided further that all such information shall be subject to Section 9.9. 9.8 From and after the date hereof and until the Closing, no party hereto shall make any press release or other public announcement with respect to this Agreement or the Merger, without the prior written consent of the other parties (which consent shall not be unreasonably withheld), unless such announcement is required by Law, in which case the other parties shall be given Notice of such requirement prior to such announcement and the parties shall consult with each other as to the Prospectus scope and substance of such disclosure. 9.9 JAKKS and Newco acknowledge that certain information relating to or concerned with the Business and the affairs of Pentech and the Subsidiaries, including without limitation all Trade Rights, product information, customer and supplier lists, marketing and sales data, personnel and financing and Tax matters is proprietary and that its confidentiality is absolutely essential to the operation of the Business. Until the Closing, such information shall be subject to that certain Confidentiality and Non-Disclosure Agreement dated as of November 19, 1999 to which the parties hereby agree to be bound and which is incorporated herein by this reference. 9.10 From and after the Effective Time, JAKKS shall: (a) cause Pentech, as the surviving corporation to, and Pentech, as the surviving corporation shall, subject to any condition or limitation provided by DGCL Section 145 or other applicable Law, indemnify each Person who at any time prior to the Effective Time shall have been a director or officer of Pentech or a Subsidiary and hold each such Person harmless from and against any loss, liability, obligation, damage or expense, including reasonable attorneys' fees and disbursements, which any of them may suffer or incur in connection with any claim or Proceeding against any of them based upon or resulting from any act or omission occurring at or prior to the Effective Time, including any acts or omissions in connection with this Agreement or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will notMerger, in the light of same manner and to the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) same extent as is so delivered, be misleading, or provided in the case certificate or articles of incorporation or organization, Bylaws and any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, indemnification agreement of Pentech or so that the Prospectus or the Time of Sale Informationa Subsidiary, as amended or supplementedapplicable, will comply with on the lawdate hereof; (jb) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission cause Pentech's Bylaws at all times during the six-year period referred following the Closing Date to in paragraph (g) above, include provision for such indemnification and a copy provision regarding the elimination or limitation of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) liability of the Exchange Act and during the period of five years hereafter to file all such documents and reports Persons in the manner and within to the time periods required by extent provided in the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly certificate or indirectly prior to termination articles of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize incorporation or manipulate the price of any security of the Companyorganization, or which may cause the Bylaws of Pentech or result ina Subsidiary, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Actapplicable; and (pc) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, maintained throughout such documents six-year period directors' and take, or cause officers' liability insurance substantially equivalent to be taken, any that provided to such other actionsPersons by Pentech on the date hereof.

Certain Covenants. The Company hereby agrees Issuers jointly and severally covenant and agree with each Underwriterthe Initial Purchasers that: (ai) That The Issuers will not amend or supplement the Company Final Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given their consent (which consent shall not be unreasonably withheld). The Issuers will promptly, upon the reasonable request of the Initial Purchasers or counsel for the Initial Purchasers, make any amendments or supplements to the Preliminary Memorandum or the Final Memorandum that may be legally necessary in connection with the resale of the Securities by the Initial Purchasers. (ii) The Issuers will cooperate with the Lead Underwriter and legal counsel Initial Purchasers in arranging for the Underwriters qualification of the Securities for offering and furnish sale under the securities or "Blue Sky" laws of such information jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be required necessary to qualify or register complete the Underwritten resale of the Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead UnderwriterInitial Purchasers; PROVIDED, HOWEVER, that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution connection therewith none of the Underwritten Securities; provided that the Company Issuers shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in excess of a nominal amount in respect of doing business in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment;otherwise subject. (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; andIf, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and completion of the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made resale by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly Initial Purchasers of the happening of Notes or the Private Exchange Notes, any event known to the Company within the time during shall occur as a result of which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) it is required to be delivered under the Securities Act Regulations whichnecessary, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersInitial Purchasers, (A) would require to amend or supplement the making of any change Final Memorandum in order to make such Final Memorandum not misleading in the Prospectus or light of the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, circumstances existing at the time it is delivered to a purchaser, or if for any other reason it shall be necessary to amend or supplement the Final Memorandum in order to comply with applicable laws, rules or regulations, the Issuers shall (subject to Section 5(i)) forthwith amend or supplement such Final Memorandum at their own expense so that, as so amended or supplemented, such Final Memorandum will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time it is delivered to a purchaser, not misleadingmisleading and will comply with all applicable laws, rules or regulations. (Biv) The Issuers will, without charge, provide to the Initial Purchasers and to counsel for the Initial Purchasers as a result many copies of each Preliminary Memorandum or Final Memorandum or any amendment or supplement thereto as the Initial Purchasers may reasonably request. (v) None of the Issuers or any of their respective Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which any Issuer Free Writing Prospectus conflicted or would conflict could be integrated with the information contained sale of the Securities in a manner which would require the Registration Statement relating to registration under the Underwritten Securities Act of the Securities. (vi) For so long as any of the Securities remain outstanding, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and Company will furnish to the Underwriters copies Initial Purchasers (a) as soon as available, a copy of each report or other communication (financial or otherwise) of the proposed amendment Company mailed to the Trustee or supplement before filing any such amendment holders of the Securities or supplement stockholders or filed with the Commission or any national securities exchange on which any class of securities of the Company may be listed, and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may (b) from time to time such other information concerning the Issuers as the Initial Purchasers may reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law;request. (jvii) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the The Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities substantially as set forth under "Use of Proceeds" in the manner set forth therein and Final Memorandum. (viii) Prior to the Closing Date, the Company will furnish to the Initial Purchasers, as soon as they have been prepared by or are available to the Company in the Prospectus; (o) That ordinary course of business, a copy of any unaudited interim consolidated financial statements of the Company shall not invest or otherwise use and the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extentSubsidiaries, if any, that for any rating provided with respect period subsequent to the Underwritten Securities period covered by the applicable rating agency most recent financial statements appearing in the Final Memorandum. (ix) The Company will not, and will not permit any of the Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (x) For so long as any of the Securities remain outstanding, the Company will make available at its expense, upon request, to any holder of Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is conditional upon then subject to Section 13 or 15(d) of the furnishing Exchange Act. (xi) The Issuers will use their best efforts to (i) permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of documents Securities Dealers, Inc. (the "NASD") relating to trading in the Private Offerings, Resales and Trading through Automated Linkages market (the "Portal Market") and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (xii) In connection with Securities offered and sold in an offshore transaction (as defined in Regulation S), the Issuers will not register any transfer of such Securities not made in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the form of definitive securities. (xiii) If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (other than by reason of a default or omission by the taking Initial Purchasers of their obligations hereunder) or if this Agreement shall be terminated by the Initial Purchasers because of any actions failure or refusal on the part of the Issuers to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection herewith, but in no event will the Company or any be liable to the Initial Purchasers for damages on account of its affiliates, loss of anticipated profits from the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionssale of the Securities.

Certain Covenants. The Company hereby agrees with each Underwriter: 5.1 Except as otherwise expressly contemplated by this Agreement or as consented to by Synerject in writing (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and furnish such information as may consent not to be required to qualify unreasonably withheld or register the Underwritten Securities for sale under (or obtain exemptions delayed), from the application of) date hereof until the state securities or blue sky laws of those jurisdictions designated by Closing Date, Contributor shall operate the Lead Underwriter; that M&R System Business and maintain and operate the Company shall comply Transferred Assets only in the ordinary course consistent with such laws past practice in substantially the same manner as presently conducted, and shall continue such qualifications, registrations make all reasonable best efforts consistent with past practices to preserve relationships with customers and exemptions in effect so long as required for the distribution suppliers of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment;M&R System Business. (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after 5.2 Between the date of this Agreement or such earlier date as each Underwriter shall have resold and the Closing Date, upon reasonable notice and at reasonable times, Contributor will give Synerject and its authorized representatives reasonable access to all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements offices and other physical facilities related to the Registration StatementM&R System Business and the Transferred Assets, any Issuer Free Writing Prospectus or the Prospectusand to all Books and Records, (ii) of the time in each case as Synerject may reasonably require, and date of any filing of any post-effective amendment will cause its officers, employees, accountants, counsel and other agents and advisors to furnish Synerject such financial, environmental, tax and other operating data and information with respect to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, M&R System Business and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) Transferred Assets as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter Synerject may from time to time reasonably request request. 5.3 Following the Closing, and for a period of an appropriate amendment or supplement 60 days thereafter, Contributor and Synerject shall cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other and to execute and deliver such additional documents as are necessary to ensure the orderly transition of the M&R System Business to Synerject and to minimize any disruption to the Prospectus respective businesses of Contributor and Synerject that might result from the transactions contemplated hereby. 5.4 After the Closing Date, upon reasonable written notice, Contributor and Synerject shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Time of Sale Information so that M&R System Business and the Prospectus or the Time of Sale Information Transferred Assets, including, if applicable, customer lists and related files and records, as so amended or supplemented will not, in the light is reasonably necessary for (1) Synerject’s continued operation of the circumstances when it M&R System Business, (or in lieu thereof 2) the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivereddischarge of Assumed Liabilities, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration StatementSynerject, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that mayRetained Liabilities, in the judgment case of Contributor, (3) the Company preparation of tax returns by either party, (4) financial reporting and audits, (5) accounting matters, (6) the defense or pursuit of litigation, and/or (7) any other legitimate business purpose. Each Party shall reimburse the Lead Underwriter, be required by other for reasonable out-of-pocket costs and expenses incurred in assisting the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission other pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.this

Certain Covenants. (a) The Company hereby agrees with each Underwriteragrees: (ai) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws states as you may designate and shall continue to maintain such qualifications, registrations and exemptions qualifications in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject state (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that ; (ii) to make available to the Underwriters in the event New York City as many copies of the issuance Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any order suspending such qualificationamendments or supplements thereto) as the Underwriters may reasonably request for the purposes contemplated by the Act; in case any Underwriter is required to deliver (whether physically or through compliance with Rule 172 under the Act or any similar rule), registration or exemptionin connection with the sale of the Shares, a prospectus beyond the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Company shall use will prepare promptly upon request, but at its best efforts expense, such amendment or amendments to the Registration Statement and such prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (iii) to advise you promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement, any Prepricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of either of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of either of the Registration Statement, to make every reasonable effort to obtain the withdrawal thereof at lifting or removal of such order as soon as possible; to advise you promptly of any proposal to amend or supplement the earliest possible momentRegistration Statement, any Prepricing Prospectus or the Prospectus, including by filing any documents that would be incorporated therein by reference and to file no such amendment or supplement to which you shall object in writing; (biv) That to file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of the Shares, and to promptly notify you of such filing; (v) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment to the Registration Statement thereto to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause the registration statement or such post-effective amendment to become effective as soon as possiblepossible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the registration statement or such post-effective amendment has become effective; (cvi) To prepare the Prospectus in a form approved by the Underwriters and to cause furnish to be transmitted you and, upon request, to the Commission for filing pursuant to Rule 424(b) each of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the other Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five three years from the date of this Agreement (i) as soon as availablecopies of any reports or other communications which the Company shall send to its shareholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other communications supplied to holders of Underwritten Securitiessimilar form as may be designated by the Commission, (iiiii) as soon as practicable after the filing thereofupon request, copies of all documents or reports filed by with any national securities exchange on which any class of securities of the Company with the Commission or any securities exchange is listed, and (iiiiv) such other information as the Lead Underwriter you may reasonably request regarding the CompanyCompany or the Subsidiaries, in each case as soon as such communications, documents or information becomes available; provided, however, that in no case shall the Company be required to furnish materials pursuant to this paragraph which are filed and publicly accessible via ▇▇▇▇▇, IDEA or any successor database; (ivii) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) Shares is required under the Securities Act Regulations) is required to be delivered under (whether physically or through compliance with Rule 172 or any similar rule) in connection with any sale of the Securities Act Regulations Shares, which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersCompany, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used used, or in the information incorporated therein by reference, so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish furnish, at the Company’s expense, to the Underwriters copies promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and to furnish you a copy of the such proposed amendment or supplement before filing any such amendment or supplement with the Commission Commission; (viii) to make generally available to its security holders, and thereafter promptly to deliver to you, as soon as reasonably practicable, but not later than March 1, 2011 an earning statement of the Company satisfying the provisions of the last paragraph of Section 11(a) of the Act and Rule 158(c) thereunder; (ix) to furnish at or make available to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and of cash flow of the Company's own expense to the Underwriters and to dealers) for such fiscal year, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light accompanied by a copy of the circumstances when it certificate or report thereon of nationally recognized independent certified public accountants; (or in lieu thereof the notice referred x) to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case furnish to you three conformed copies of any Issuer Free Writing Prospectus, conflict with the information contained in each of the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply initially filed with the lawCommission, and of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient conformed copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (jxi) To file promptly with the Commission any amendment or supplement to furnish to you as early as practicable prior to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment time of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, purchase and the Company shall additional time of purchase, as the case may be, but not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(d) hereof; (xii) to apply the net proceeds from the sale of the Shares, in all material respects, in the manner set forth under the caption “Use of proceeds” in the Prospectus; (xiii) to furnish to you, before filing with the Commission subsequent to the effective date of the Registration Statement and during the period referred to in paragraph (gvii) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, 14 or 15(d) of the Exchange Act; (xiv) to pay all expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Basic Prospectus, any Prepricing Prospectus, the Prospectus Supplement, the Prospectus, any Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the word processing and/or printing of this Agreement, any Agreement Among Underwriters and any dealer agreements and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel to the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any filing for review of the public offering of the Shares by FINRA (including the legal fees and filing fees and other disbursements of counsel to the Underwriters with respect thereto), (vi) any listing of the Shares on any securities exchange and any registration thereof under the Exchange Act, (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the performance of the Company’s other obligations hereunder; (xv) to comply with Rule 433(g) under the Act; (xvi) not to (i) sell, offer to sell, contract to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii), or (iv) file a registration statement under the Act relating to the offer and sale of any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares for a period of sixty (60) days after the date hereof (the “Lock-up Period”) without the prior written consent of ▇▇▇▇▇▇▇▇▇ & Company, Inc., except for (i) the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Shares upon the exercise of outstanding options or warrants as disclosed in the Registration Statement, each Prepricing Prospectus and the Prospectus, (iii) the issuance of employee stock options not exercisable during the Lock-up Period pursuant to stock option plans, if any, described in the Registration Statement, each Prepricing Prospectus and the Prospectus, (iv) issuances of Common Shares to the trustees and officers of the Company and directors, officers and employees of RMR pursuant to the Company’s Incentive Share Award Plan described in the Registration Statement, each Prepricing Prospectus and the Prospectus and to RMR in payment of its incentive fee in accordance with the Company’s business management agreement with RMR filed as an exhibit to the Registration Statement and (v) issuances of Common Shares as partial or full payment for properties directly or indirectly acquired or to be acquired by the Company or its subsidiaries; provided that, the Company shall have conditioned such issuances of Common Shares upon agreement of the recipients to the restrictions of this paragraph; provided, however, that if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of five years hereafter the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to file all such documents and reports in the manner and within Company occurs; or (b) prior to the time periods required expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this 5(a)(xvi) shall continue to apply until the Exchange Act and expiration of the Exchange Act Regulationsdate that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs; (mxvii) Not to, and to use its best efforts to cause the Shares to be listed on the NYSE; (xviii) to use its officers, directors and affiliates not to, (A) take, directly or indirectly prior best efforts to termination continue to qualify as a REIT under Sections 856 through 860 of the underwriting syndicate contemplated by this AgreementCode; (xix) to maintain a transfer agent and, any action designed to stabilize or manipulate if necessary under the price jurisdiction of any security formation of the Company, or which may cause or result in, or which might in a registrar for the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiesCommon Shares; (nxx) That prior to the time of purchase, to issue no press release or other communication directly or indirectly and hold no press conferences with respect to the Company will comply with all or any Subsidiary, the financial condition, results of operations, business, properties, assets, or liabilities of the provisions of Company or any undertakings in Subsidiary, or the Registration Statement and apply the net proceeds from the sale offering of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company ActShares, without your prior consent; and (pxxi) To not, at any time at or after the extentexecution of this Agreement, if anyto, directly or indirectly, offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus. (b) Each Underwriter represents, severally and not jointly, that it has not and will not use any rating provided “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions Commission by the Company or any of its affiliatesUnderwriter pursuant to Rule 433 under the Act, other than any free writing prospectus listed on Schedule B hereto or otherwise consented to by the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.

Certain Covenants. The Company hereby agrees 9.1 From and after the date hereof and until the Closing or the termination of this Agreement, the parties hereto shall use their respective commercially reasonable best efforts, and shall cooperate with each Underwriterother, to cause the consummation of the Merger in accordance with the terms and conditions hereof, including without limitation giving any Notice to or obtaining the Consent of any Governmental Authority, or any other Person with respect to any Material Contract, in each case, by reason of the Merger. In particular, Pentech and JAKKS shall use their respective commercially reasonable best efforts: (a) That to obtain the Company shall cooperate with environmental audit report(s) referred to in Section 10.2(e), to give any Notice required under ECRA and to obtain any Consent of the Lead Underwriter NJDEPE required to permit the consummation of the Merger thereunder; and (b) to file HSR Forms under the HSR Act as soon as practicable after the date hereof and legal counsel for to obtain early termination of the Underwriters waiting period, including without limitation filing such additional documents and furnish furnishing such additional information as may be required to qualify the Federal Trade Commission or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution Antitrust Division of the Underwritten SecuritiesDepartment of Justice may request; provided that the Company no provision hereof shall not be required require JAKKS or Pentech to qualify as a foreign corporation divest any business or assets or to take hold any action that would subject it business or assets separate. The filing fees payable in respect of the filing of the HSR Forms shall be payable by JAKKS. 9.2 As soon as practicable after Pentech's receipt of a Fairness Opinion, Pentech shall prepare and file with the SEC preliminary proxy materials relating to general service the Stockholders' Meeting, including the Notice of process such meeting, proxy statement and form of proxy, in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that accordance with the Company applicable provisions of the Exchange Act, shall use its best efforts to prevent file with the suspension of SEC such additional documents and furnish to the qualification or registration of (or SEC such additional information as the SEC may request and otherwise respond to the SEC's comments, if any, on the preliminary proxy materials and any such exemption relating to) other documents or information. Pentech shall make such changes in the Underwritten Securities for offeringproxy materials as are appropriate based on the SEC's comments, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purposeif any, and that shall cause the proxy materials to comply as to form in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply all material respects with the requirements of Section 3 hereof the Exchange Act and Rules 164 shall prepare and 433 file definitive proxy materials in accordance with the applicable provisions of the Securities Act Regulations Exchange Act. Pentech shall provide to JAKKS a draft of any proxy materials or other document to be filed with the SEC in connection with the Stockholders' Meeting or the Merger and advise it of any information to be furnished to the SEC at a reasonably sufficient time in advance in order to allow JAKKS to review the same and give to Pentech any comments or suggestions it may have thereon. Pentech shall also furnish to JAKKS copies of any correspondence to or from the SEC relating to the proxy materials and advise JAKKS of the SEC's comments, if any, thereon, and shall confer with JAKKS as to the appropriate response thereto. Pentech shall pay the filing fee, if any, applicable to any Issuer Free Writing Prospectus, including timely the filing pursuant to Rule 433(d) of the proxy materials with the Commission (by means reasonably calculated to result SEC. JAKKS shall cooperate with Pentech in filing connection with the Commission pursuant to such Rule), legending preparation and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all filing of the Underwritten Securities underwritten by itproxy materials and in responding to any SEC comments thereon, the Company and shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments ofprovide to Pentech, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statementat Pentech's request, any Issuer Free Writing Prospectus or information required to be included in the Prospectus, proxy materials (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or including in any amendment or supplement to any Issuer Free Writing Prospectus or thereto) in accordance with the Prospectus, (iii) of Exchange Act and so that the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission definitive proxy materials shall enter any such stop order not at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, include an untrue statement Effective Time contain any misstatement of a material fact or omit to state a 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. 9.3 Pentech shall take all actions required to call, give Notice of, and hold the Stockholders' Meeting as soon as reasonably practicable after the date hereof, including printing and mailing definitive proxy materials. Pentech shall also take all lawful actions to solicit the Stockholder Approval, including without limitation including in the definitive proxy materials the recommendation of Pentech's Board of Directors in favor of the adoption of this Agreement and the approval of the Merger, unless such recommendation or the inclusion thereof in the definitive proxy materials would cause any of Pentech's directors to breach his fiduciary duty or cause Pentech or any of its directors, officers, employees or agents to violate any applicable Law. 9.4 From and after the date hereof, none of Pentech, any Subsidiary, any Principal Stockholder, any Affiliate thereof, or any director, officer, employee or other agent or representative of any of them, shall, directly or indirectly, accept or solicit any inquiry, offer or proposal from any Person other than JAKKS with respect to any transaction involving any sale or other disposition of the Business or any Assets (other than in the ordinary course of business) or any capital stock of Pentech or any Subsidiary. Pentech shall promptly advise JAKKS of the receipt of any such inquiry, offer or proposal and the material terms thereof. 9.5 Pentech shall not take any Alternative Action, except, subject to the provisions of this Section and the payment of the Termination Fee, if applicable, with respect to any Alternative Proposal that (a) is made in writing, (Bb) as Pentech's Board of Directors determines in good faith in the exercise of its business judgment is reasonably capable of being completed on the terms proposed and if so completed would result in an Alternative Transaction that, from a result financial point of view, would be superior and more beneficial to Pentech's stockholders than the Merger, and (c) Pentech's Board of Directors determines in good faith that its failure to consider such Alternative Proposal or to withdraw, modify or qualify its approval or recommendation of the Merger would cause it to violate its fiduciary duties under applicable Law (a "Superior Proposal"). Prior to entering into any negotiations or discussions with any other Person with respect to, or furnishing confidential information or otherwise responding to, any Superior Proposal, Pentech shall enter into a confidentiality agreement with such Person (which agreement may not include any Issuer Free Writing Prospectus conflicted provision granting to such Person an exclusive right to negotiate with Pentech with respect to an Alternative Transaction). No provision hereof shall preclude Pentech or would conflict its Board of Directors from complying with the information contained requirements of Rule 14d-9 or Rule 14e-2 under the Exchange Act with regard to the Merger or any Alternative Proposal. Subject to Pentech's compliance with the conditions of this Section 9.5, prior to obtaining the Stockholder Approval, Pentech's Board of Directors may withdraw its approval or recommendation of the Merger, or modify or qualify such approval or recommendation, or approve or recommend a Superior Proposal if Pentech shall give to JAKKS written Notice thereof at least five (5) business days prior thereto. Unless this Agreement is terminated in accordance with Article 12 prior to the Stockholders' Meeting, notwithstanding Pentech's receipt of any Alternative Proposal or any Alternative Action, Pentech shall hold the Stockholders' Meeting and call for a vote of its stockholders for the adoption of this Agreement and the approval of the Merger. 9.6 Except as set forth on Schedule 9.6, from and after the date hereof and until the Closing, except as otherwise provided elsewhere herein or as JAKKS may otherwise consent (which consent may not be unreasonably withheld), Pentech and each Subsidiary shall: (a) conduct the Business in ordinary course; (b) use commercially reasonable best efforts to preserve the Business and Assets and maintain their respective relationships with customers and other Persons with which they have material business dealings; (c) not enter into any Restrictive Agreement; (d) not (i) sell, lease, transfer or dispose of any material Asset, other than sales of merchandise from inventory in the Registration Statement relating to ordinary course of business or the Underwritten Securitiesdisposal of defective, obsolete or otherwise unusable Assets or (Cii) if it is necessary at terminate any time Material Contract, except upon expiration of the term thereof as provided therein; (e) use commercially reasonable best efforts to amend or supplement the Prospectus or the Time of Sale Information maintain all required Permits and Consents and to comply with all applicable Orders; (f) use commercially reasonable best efforts to maintain in full force and effect (or to replace on substantially equivalent terms) all currently applicable insurance; (g) except as required under any law andagreement applicable to Pentech or a Subsidiary or in the ordinary course of business consistent with its past practices, during not increase the compensation or other employment benefits payable to or for the benefit of any employee, or enter into, adopt or modify any Employee Plan or other agreement, plan, commitment or arrangement to provide to any employee or other Person any deferred compensation, retirement, severance or other similar payment or benefit; (h) not make any loan or advance or otherwise extend any credit to any director or officer of Pentech or a Subsidiary or any Affiliate of any such timedirector or officer; (i) not amend its certificate or articles of incorporation or organization or Bylaws; (j) not merge or consolidate with any other Person or purchase or otherwise acquire any securities of, or other equity interest or participation in, any Person (other than a Subsidiary); (k) other than pursuant to promptly prepare Pentech's current credit facility, not incur or assume any Indebtedness in an amount in excess of $250,000; (l) not purchase or otherwise acquire any securities of, or make any other investment in, any Person or enter into or create any joint venture; (m) not acquire (other than in the ordinary course of business) the business or assets, substantially as a whole, of any other Person, or make any capital expenditure in excess of $250,000; (n) not declare, set aside or pay any dividend or make any other distribution in cash, securities or other property, on or in respect of any capital stock (other than a cash dividend or distribution by any Subsidiary to Pentech or any other Subsidiary); (o) not split or reverse-split any capital stock or effect any other recapitalization or capital reorganization, or issue or reserve for issuance any capital stock, other than upon the exercise of an Option outstanding on the date hereof in accordance with the terms thereof, or issue or grant any option, warrant or right to purchase, or security or instrument convertible into or exercisable for, any capital stock; or (p) enter into, adopt or assume any agreement, commitment or arrangement which obligates Pentech or any Subsidiary to act or to refrain from acting in violation of, or in a manner inconsistent with, any of the foregoing. 9.7 From and after the date hereof and until the Closing, Pentech shall furnish to the Underwriters copies of the proposed amendment or supplement before filing any JAKKS such amendment or supplement information with the Commission and thereafter promptly furnish at the Company's own expense respect to the Underwriters Business and to dealers, copies in such quantities and at such locations Assets as the Lead Underwriter JAKKS may from time to time reasonably request and shall permit JAKKS and its authorized representatives access, at a mutually-agreeable time during regular business hours and upon reasonable Notice, to conduct aysical inventory of the Assets, to inspect the Real Property, to examine the books and records of Pentech or any Subsidiary and to make inquiries of responsible Persons designated by Pentech with respect thereto; provided that any information so disclosed to JAKKS shall not constitute an appropriate amendment additional representation or supplement warranty of Pentech beyond those expressly set forth in Article 7; and provided further that all such information shall be subject to Section 9.9. 9.8 From and after the date hereof and until the Closing, no party hereto shall make any press release or other public announcement with respect to this Agreement or the Merger, without the prior written consent of the other parties (which consent shall not be unreasonably withheld), unless such announcement is required by Law, in which case the other parties shall be given Notice of such requirement prior to such announcement and the parties shall consult with each other as to the Prospectus scope and substance of such disclosure. 9.9 JAKKS and Newco acknowledge that certain information relating to or concernedwith the Business and the affairs of Pentech and the Subsidiaries, including without limitation all Trade Rights, product information, customer and supplier lists, marketing and sales data, personnel and financing and Tax matters is proprietary and that its confidentiality is absolutely essential to the operation of the Business. Until the Closing, such information shall be subject to that certain Confidentiality and Non-Disclosure Agreement dated as of November 19, 1999 to which the parties hereby agree to be bound and which is incorporated herein by this reference. 9.10 From and after the Effective Time, JAKKS shall: (a) cause Pentech, as the surviving corporation to, and Pentech, as the surviving corporation shall, subject to any condition or limitation provided by DGCL Section 145 or other applicable Law, indemnify each Person who at any time prior to the Effective Time shall have been a director or officer of Pentech or a Subsidiary and hold each such Person harmless from and against any loss, liability, obligation, damage or expense, including reasonable attorneys' fees and disbursements, which any of them may suffer or incur in connection with any claim or Proceeding against any of them based upon or resulting from any act or omission occurring at or prior to the Effective Time, including any acts or omissions in connection with this Agreement or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will notMerger, in the light of same manner and to the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) same extent as is so delivered, be misleading, or provided in the case certificate or articles of incorporation or organization, Bylaws and any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, indemnification agreement of Pentech or so that the Prospectus or the Time of Sale Informationa Subsidiary, as amended or supplementedapplicable, will comply with on the lawdate hereof; (jb) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission cause Pentech's Bylaws at all times during the six-year period referred following the Closing Date to in paragraph (g) above, include provision for such indemnification and a copy provision regarding the elimination or limitation of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) liability of the Exchange Act and during the period of five years hereafter to file all such documents and reports Persons in the manner and within to the time periods required by extent provided in the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly certificate or indirectly prior to termination articles of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize incorporation or manipulate the price of any security of the Companyorganization, or which may cause the Bylaws of Pentech or result ina Subsidiary, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Actapplicable; and (pc) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, maintained throughout such documents six-year period directors' and take, or cause officers' liability insurance substantially equivalent to be taken, any that provided to such other actionsPersons by Pentech on the date hereof.

Certain Covenants. The Company Pledgor hereby agrees with each Underwritercovenants that, until the Secured Obligations have been indefeasibly paid in full and the Note has been extinguished and canceled, Pledgor will: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) sell, assign (by operation of the receipt of any comments law or otherwise) or otherwise dispose of, or requests for additional or supplemental information from, the Commission or grant any request by the Commission for amendments or supplements to the Registration Statementoption with respect to, any Issuer Free Writing Prospectus of the Pledged Collateral pledged hereunder by Pledgor, or the Prospectus, (ii) create or permit to exist any lien upon o▇ ▇▇▇▇ respect to any of the time and date of any filing of any post-effective amendment to Pledged Collateral, except for the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) security interest under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the CompanyAgreement; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably time, upon request of an appropriate amendment the Pledgee, to give, execute, file and/or record any notice, financing statement, continuation statement, instrument, document or supplement to the Prospectus or the Time of Sale Information so agreement that the Prospectus Pledgee shall consider reasonably necessary or desirable to create, preserve, continue, perfect or validate any security interest granted hereunder or which the Time of Sale Information as so amended Pledgee may consider reasonably necessary or supplemented will notdesirable to exercise or enforce its rights hereunder with respect to such security interest, in (ii) to give the light of the circumstances when it (or in lieu thereof the Pledgee notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectuslitigation filed or claim asserted against the Pledgor relating to or potentially affecting the Pledged Collateral, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (jiii) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or if requested by the Commission; (k) ThatPledgee, prior to filing with receive and collect the Commission any amendment or supplement to Proceeds, in trust and as the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) property of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not toPledgee, and to use its best efforts immediately endorse as appropriate and deliver such Proceeds to cause its officers, directors and affiliates not tothe Pledgee when requested by the Pledgee in the exact form in which they are received, (Aiv) take, directly not to commingle the Proceeds or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securitiescollections thereunder with other property, (Bv) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information to keep complete and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with accurate records regarding all of the provisions Proceeds, (vi) to provide any service and do other acts or things necessary to keep the Pledged Collateral and the Proceeds free and clear of all defenses, rights of offset and counterclaim, and (vii) to pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of Common Stock of Pledgee, or any securities convertible into or exercisable for shares of Common Stock of Pledgee. (i) pay promptly the obligations set forth under the Note when due, (ii) indemnify the Pledgee against all loss, claims, demands and liabilities of every kind arising from the Pledged Collateral and the transactions and other agreements and undertakings contemplated hereby, and (iii) pay all expenses, including reasonable attorneys' fees, incurred by the Pledgee in the Registration Statement preservation, realization, enforcement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any exercise of its affiliatesrights, the Company, shall furnish, or cause to be furnished, such documents powers and take, or cause to be taken, any such other actionsremedies hereunder.

Certain Covenants. The For purposes of this Section 5, "Closing Date" shall refer to the Closing Date for the Firm Notes and any Additional Closing Date for the Optional Notes. Each of the Company hereby and the Guarantors covenants and agrees with each Underwriterthe Initial Purchasers that: (a) That The Company will not amend or supplement the Time of Sale Memorandum or the Offering Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given their consent (which consent shall not be unreasonably withheld). The Company will promptly, upon the reasonable request of the Initial Purchasers or counsel to the Initial Purchasers, make any amendments or supplements to the Time of Sale Memorandum or the Offering Memorandum that may be reasonably necessary or advisable in connection with the resale of the Notes by the Initial Purchasers. (b) Each of the Company shall and the Guarantors will cooperate with the Lead Underwriter Initial Purchasers and legal counsel for the Underwriters Initial Purchasers to qualify (or to obtain exemptions from qualifying) all or any part of the Notes for offering and furnish sale under the securities or "Blue Sky" laws of such information jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be required necessary to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for complete the distribution of the Underwritten SecuritiesNotes by the Initial Purchasers; provided provided, however, that in connection therewith none of the Company or any of the Guarantors shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in respect of doing business in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that otherwise subject. The Company will advise the Initial Purchasers promptly upon receipt by the Company shall use its best efforts to prevent of any notice of the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Notes for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration qualification or exemption, each of the Company and the Guarantors shall use its their reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible;. (c) To prepare If, at any time prior to the Prospectus in a form approved completion of the resale by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) Initial Purchasers of the Securities Act Regulations by means reasonably calculated to Notes, any event shall occur as a result of which it is necessary, in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies reasonable judgment of the Prospectus Company and each Free Writing Prospectus (as amended the Initial Purchasers, to amend or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of supplement the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus Memorandum or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment Offering Memorandum in order to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any make such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that Memorandum or Offering Memorandum not misleading in the Prospectus or Time light of Sale Information would not, the circumstances existing at the time it is delivered to a purchaser, or if for any other reason it shall be necessary to amend or supplement the Time of Sale Memorandum or the Offering Memorandum in order to comply with applicable laws, rules or regulations, the Company shall (subject to Section 5(a)) forthwith amend or supplement such Time of Sale Memorandum or Offering Memorandum at its own expense so that, as so amended or supplemented, such Time of Sale Memorandum or Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact required necessary in order to make the statements therein, in light of the circumstances existing at the time it is delivered to a purchaser, not misleading and will comply with all applicable laws, rules or regulations. (d) The Company will, without charge, provide to the Initial Purchasers and to counsel to the Initial Purchasers as many copies of each of the Preliminary Offering Memorandum and Offering Memorandum or any amendment or supplement thereto as the Initial Purchasers or their counsel may reasonably request. (e) During the period of five years from the Closing Date, the Company will furnish to the Initial Purchasers (i) as soon as available, a copy of each report and other communication (financial or otherwise) of the Company mailed to the Trustee or the holders of the Notes, stockholders or any national securities exchange on which any class of securities of the Company may be stated therein listed other than materials filed with the Commission and (ii) from time to time such other information concerning the Company and the Subsidiaries as the Initial Purchasers may reasonably request, provided that such other information shall be subject to such confidentiality and use restrictions as the Company may reasonably impose. (f) The Company will apply the net proceeds from the sale of the Notes materially as set forth under "Use of Proceeds" in the Offering Memorandum. (g) None of the Company or any of its respective affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require the registration under the Securities Act of the Notes. (h) For so long as the Notes constitute "restricted" securities within the meaning of Rule 144(a)(3) under the Securities Act, the Company will not, and will not permit any of the Subsidiaries to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (i) If the Time of Sale Memorandum is being used to solicit offers to buy the Notes at a time when the Offering Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained if, in the Registration Statement relating to opinion of counsel for the Underwritten SecuritiesInitial Purchasers, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information Memorandum to comply with any law andapplicable law, during such time, forthwith to promptly prepare and furnish to the Underwriters copies of the proposed amendment Initial Purchasers upon request, either amendments or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense supplements to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information Memorandum so that the Prospectus or statements in the Time of Sale Information Memorandum as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred delivered to in Rule 173(a) under the Securities Act Regulations) is so delivereda prospective purchaser, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, misleading or so that the Prospectus or the Time of Sale InformationMemorandum, as amended or supplemented, will comply with the law;. (j) To file promptly with the Commission For so long as any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or Notes remain outstanding and are "restricted securities" within the Lead Underwriter, be required by meaning of Rule 144(a)(3) under the Securities Act and not able to be sold in their entirety under Rule 144 under the Securities Act (or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectussuccessor provision), the Company shall furnish will make available, upon request, to any seller of such Notes the Lead Underwriter for review a copy of each such proposed amendment or supplementinformation specified in Rule 144A(d)(4) under the Securities Act, and unless the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant is then subject to Section 13, 14, 13 or 15(d) of the Exchange Act Act. (k) During the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchasers, the Company will not, and during will not permit any of its "affiliates" (as defined in Rule 144 under the Securities Act) to, resell any of the Securities which constitute "restricted securities" under Rule 144 that have been reacquired by any of them. (l) The Company will not take any action prohibited by Regulation M under the Exchange Act, in connection with the distribution of the Securities contemplated hereby. (m) The Company will cooperate with the Initial Purchasers and use its reasonable best efforts to (i) permit the Notes to be included for quotation on the PORTALSM Market and (ii) permit the Notes to be eligible for clearance and settlement through The Depository Trust Company. (n) The Company will use its reasonable best efforts to list the Conversion Shares for quotation on the NYSE, subject only to official notice of issuance and evidence of satisfactory distribution. (o) The Company will, at all times, reserve and keep available, free of preemptive rights, enough shares of Common Stock for the purpose of enabling the Company to satisfy its obligations to issue the Conversion Shares upon conversion of the Notes. (p) During the period of five years hereafter 60 days from the date of the Offering Memorandum, without the prior written consent of the Initial Purchasers, the Company (i) will not, directly or indirectly, issue, offer, sell, agree to file all such documents and reports issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (ii) will not establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in the manner and each case within the time periods required by meaning of Section 16 of the Exchange Act and the Exchange Act Regulations; (mrules and regulations promulgated thereunder) Not towith respect to any Relevant Security, and (iii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to use its best efforts another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to cause its officersbe settled by delivery of Relevant Securities, directors and affiliates not toother securities, (A) takecash or other consideration, directly or indirectly prior to termination other than the sale of the underwriting syndicate Notes as contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security issuance of the Conversion Shares, and the Company's issuance of Common Stock upon (i) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (ii) the exercise of currently outstanding options; (iii) the exercise of currently outstanding warrants; and (iv) the grant and exercise of options under, or which may cause or result inthe issuance and sale of shares pursuant to, or which might employee stock option plans in effect on the future reasonably be expected to cause or result indate hereof, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters each as disclosed described in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Memorandum. The Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such file a manner as would require the Company to register as an investment company registration statement under the Investment Company Act; and (p) To the extent, if any, that Securities Act in connection with any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions transaction by the Company or any of its affiliatesperson that is prohibited pursuant to the foregoing, except for (i) the Company's filing of registration statements pursuant to the Registration Rights Agreement, shall furnish, and (ii) registration statements on Form S-8 relating to employee benefit plans or cause on Form S-4 relating to corporate reorganizations or other transactions under Rule 145. (q) The Company will do and perform all things required to be furnished, such documents done and take, performed by them under this Agreement and the other Offering Documents prior to or cause after the Closing Date and will use its reasonable best efforts to be taken, any such other actionssatisfy all conditions precedent on their part to the obligations of the Initial Purchasers to purchase and accept delivery of the Notes.

Certain Covenants. (a) The Company hereby agrees with each Underwriteragrees: (ai) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those such states or other jurisdictions designated by the Lead Underwriter; that the Company shall comply with as you may designate and to maintain such laws and shall continue such qualifications, registrations and exemptions qualifications in effect so long as required you may request for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat threatening of any proceeding for any such purpose; (ii) to make available to the Underwriters in New York City, as soon as practicable after the Registration Statement becomes effective, and that in thereafter from time to time to furnish to the event Underwriters, as many copies of the issuance Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any order suspending such qualification, registration amendments or exemptionsupplements thereto after the effective date of the Registration Statement) as the Underwriters may reasonably request for the purposes contemplated by the Act; in case any Underwriter is required to deliver a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Company shall use will prepare, at its best efforts expense, promptly upon request such amendment or amendments to obtain the withdrawal thereof at Registration Statement and the earliest possible momentProspectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (biii) That if, at the time this Agreement is executed and delivered, it is necessary for a the Registration Statement or any post-effective amendment to the Registration Statement thereto to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible; possible and the Company will advise you promptly and, if requested by you, will confirm such advice in writing, (cA) To prepare when the Registration Statement and any such post-effective amendment thereto has become effective, and (B) if Rule 430A under the Act is used, when the Prospectus in a form approved by the Underwriters and to cause to be transmitted to is filed with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations by means reasonably calculated (which the Company agrees to result file in filing with the Commission pursuant to a timely manner under such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T); (div) The Company will furnish to each Underwriteradvise you promptly, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Actconfirming such advice in writing, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the Prospectusentry of a stop order, (ii) suspending the effectiveness of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectusand, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by if the Commission of any should enter a stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; andStatement, if the Commission shall enter any such stop order at any time, the Company will to use its best efforts to obtain the lifting or removal of such order at the earliest possible momentas soon as possible; the Company shall, within such period, to advise the Lead Underwriter you promptly of any proposal to prepare, use, authorize, approve or file any amendment amend or supplement to the Registration Statement, any Issuer Free Writing Prospectus Statement or the Prospectus, shall furnish including by filing any documents that would be incorporated therein by reference, and to the Lead Underwriter provide you and Underwriters’ counsel copies of any such documents for review a copy of each proposed amendment or supplement and comment a reasonable amount of time prior to such any proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any no such amendment or supplement or use any such Prospectus to which the Lead Underwriter you shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received object in a timely manner by the Commissionwriting; (hv) To furnish subject to the Lead Underwriter for a period of five years from the date of this Agreement (iSection 5(a)(iv) as soon as availablehereof, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission or any securities exchange in order to comply with the Exchange Act subsequent to the date of the Prospectus and (iii) such other information for so long as the Lead Underwriter may reasonably request regarding delivery of a prospectus is required in connection with the Companyoffering or sale of the Shares; to provide you with a copy of such reports and statements and other documents to be filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to promptly notify you of such filing; (ivi) To if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the Act; (vii) to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would which could require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, subject to promptly Section 5(a)(iv) hereof, to prepare and furnish furnish, at the Company’s expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; (viii) to make generally available to its security holders, and to deliver to you, an earnings statement of the Company (which will satisfy the provisions of Section 11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than March 1, 2005; (ix) to furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a consolidated balance sheet and consolidated statements of income, shareholders’ equity and cash flow of the Company and the Subsidiaries for such fiscal year, accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants); (x) to furnish to you 3 copies of the proposed amendment or supplement before filing any such amendment or supplement Registration Statement, as initially filed with the Commission Commission, and thereafter of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (xi) to furnish to you promptly furnish at and, upon request, to each of the Company's own expense other Underwriters for a period of five years from the date of this Agreement (A) copies of any reports or other communications which the Company shall send to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may its stockholders or shall from time to time reasonably request publish or publicly disseminate, (B) copies of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will notall annual, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly quarterly and current reports filed with the Commission on Forms 10-K, 10-KSB, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, (C) copies of documents or reports filed with any amendment or supplement to national securities exchange on which any class of securities of the Registration StatementCompany is listed, any Free Writing Prospectus or the Prospectus that may, in the judgment of and (D) such other information as you may reasonably request regarding the Company or the Lead UnderwriterSubsidiaries; provided, however, that in no case shall the Company be required by to furnish materials pursuant to this paragraph which are filed and publicly accessible via the Securities Act or requested by the CommissionE▇▇▇▇ database; (kxii) That, to furnish to you as early as practicable prior to filing with the Commission time of purchase and any amendment or supplement to additional time of purchase, as the Registration Statementcase may be, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall but not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less later than two business days before filing with the Commission during the period referred to in paragraph (g) aboveprior thereto, a copy of any document proposed the latest available unaudited interim and monthly consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be filed with the Commission furnished pursuant to Section 13, 14, or 15(d7(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulationshereof; (mxiii) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities Shares in the manner set forth therein and under the caption “Use of Proceeds” in the Prospectus; (oxiv) That not to issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for Common Stock or warrants or other rights to purchase Common Stock or any other securities of the Company shall not invest that are substantially similar to Common Stock, or otherwise use file or cause to be declared effective a registration statement under the proceeds received by Act relating to the offer and sale of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or other rights to purchase Common Stock or any other securities of the Company from its sale that are substantially similar to Common Stock for a period of 90 days after the date hereof (the “Lock-Up Period”), without the prior written consent of UBS, except for (A) the registration of the Underwritten Shares and the sales to the Underwriters pursuant to this Agreement, (B) issuances of Common Stock upon the exercise of options or warrants disclosed as outstanding in the Registration Statement and the Prospectus, and (C) the issuance of (i) employee stock options pursuant to stock option plans described in the Registration Statement and the Prospectus and (ii) shares of restricted stock to new employees, in the ordinary course of business and consistent with past practice, pursuant to the Company’s existing stock incentive plans described in the Registration Statement and the Prospectus, provided that such issuances pursuant to this clause (C)(i) or (ii) do not exceed an aggregate of 300,000 options or shares of common stock and that such options or shares may not be exercisable or sold during the Lock-Up period; (xv) to use its reasonable best efforts to cause the Common Stock to be listed for quotation on the National Association of Securities in such Dealers Automated Quotation National Market System (“NASDAQ”); (xvi) to maintain a manner as would require the Company to register as an investment company transfer agent and, if necessary under the Investment Company Actjurisdiction of incorporation of the Company, a registrar for the Common Stock; and (pxvii) To to pay all costs, expenses, fees and taxes (other than the extentfees and disbursements of counsel for the Underwriters, if anyexcept as set forth under Section 6 hereof or clauses (C) and (E) of this Section 5(a)(xvii)) in connection with (A) the preparation and filing of the Registration Statement, that each Preliminary Prospectus, the Prospectus, and any rating provided amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (B) the registration, issuance, sale and delivery of the Shares by the Company and the Selling Stockholder, including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (C) the qualification of the Shares for offering and sale under state and foreign laws and the determination of their eligibility for investment under state and foreign laws as aforesaid (including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (D) any listing of the Shares on any securities exchange or qualification of the Shares for quotation on NASDAQ and any registration thereof under the Exchange Act, (E) the filing for review of the public offering of the Shares by the National Association of Securities Dealers, Inc. (the “NASD”), including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters, (F) the fees and disbursements of any transfer agent or registrar for the Shares, (G) the cost of ground transportation for the Company and the Underwriters, and the cost of any aircraft chartered for the use of the Company and the Underwriters, in connection with the road show, and the other expenses of the Company and its representatives and agents (other than the Underwriters) incurred in connection with the road show, and (H) the performance of the Company’s and the Selling Stockholder’s other obligations hereunder. (b) The Selling Stockholder will deliver to the Underwriters, prior to at the time of purchase, a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) in order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionstransactions contemplated herein.

Certain Covenants. The Company hereby Each Warrant Holder of any Representatives' Warrants by accepting the same consents and agrees with each Underwriterthe Company that: (a) That Such Warrant Holder understands that neither the Representatives' Warrants nor the Shares may be assigned, pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred unless pursuant to either (1) an effective registration statement for such Warrant Holders' Warrants and Shares under the Act or (2) any available rule or exemption from registration under the Act permitting such disposition of securities and an opinion of counsel prepared at the expense of the Warrant Holder (which counsel may be an employee of the Warrant Holder), reasonably satisfactory to counsel for the Company, that an exemption from such registration is available. (b) The Representatives' Warrants and the securities issuable upon exercise of the Representatives' Warrants are transferrable only on the registry books of the Company if surrendered at the principal office of the Company (or, in the case of the securities issuable upon exercise, the Transfer Agent), duly endorsed, or accompanied by a proper instrument of transfer, subject to the terms and conditions hereof. (c) Each of the Warrant Holders hereby acknowledges and agrees that exercise of any Representatives' Warrants shall not be permitted until the Company shall cooperate with have received reasonably satisfactory documentation that such exercise is exempt under applicable federal and state securities laws. Each of the Lead Underwriter Warrant Holders agrees to execute such other documents and legal instruments as counsel for the Underwriters and furnish such information as may be required Company reasonably deems necessary to qualify or register effect the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event compliance of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed shares of Common Stock issuable upon exercise hereof with any applicable federal and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T;state securities laws. (d) The Company will furnish to each Underwriter, from time to time during may deem and treat the period when person in whose name a prospectus relating to Representatives' Warrant is registered as the Underwritten Securities is required to be delivered under the Securities Act, absolute owner thereof (notwithstanding any notations of ownership or writing on such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated Representatives' Warrant made by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, person other than the free writing prospectus constituting part of the Time of Sale Information; (fCompany) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplementpurposes whatsoever, and the Company shall not file be affected by any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish notice to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionscontrary.

Certain Covenants. The Company hereby Borrower covenants and agrees with each UnderwriterLender for the benefit of Lender that: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction 6.4.1 Borrower has and will advise have good and merchantable title to all of its assets, including the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purposeCollateral, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective each case as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during owned or acquired by it, and shall keep the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number Collateral free and clear of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Actall Liens, other than those granted to Lender and the free writing prospectus constituting part of the Time of Sale Information; Ship Mortgages (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements which Liens are subject to the Registration StatementSubordination Agreements) and preferred maritime liens (subject to paragraph 5.2 hereof). Borrower will defend such title against the claims and demands of all Persons whomsoever. 6.4.2 Borrower will faithfully preserve and protect Lender's Liens in the Collateral and will, any Issuer Free Writing Prospectus or the Prospectusat its own cost and expense, (ii) of the time cause said Liens to be perfected and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may becontinued perfected, and the Company for such purpose Borrower will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably at the request of an appropriate amendment or supplement to Lender and at the Prospectus or the Time expense of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will notBorrower, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so deliveredmake, be misleadingexecute, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplementacknowledge and deliver, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnishrecord, or cause to be furnishedfiled or recorded, in the proper filing places, all such instruments, documents and takenotices, including without limitation financing statements and continuation statements, as Lender may deem necessary or cause advisable from time to time in order to perfect and continue perfected said security interest. Borrower will do all such other acts and things and make, execute, acknowledge and deliver all such other instruments and documents, including without limitation further security agreements, pledges, endorsements, assignments and notices, as Lender may deem necessary or advisable from time to time in order to perfect and preserve the priority of said Liens as a first and only Lien on and security interest in the Collateral prior to the rights of all other Persons therein or thereto. 6.4.3 Borrower will not, without the prior written consent of Lender, (i) borrow or permit any Person to borrow against the Collateral other than the Loan to Borrower from Lender pursuant to this Agreement; (ii) create, incur, assume or suffer to exist any Lien with respect to any of the Collateral; (iii) permit any levy or attachment to be takenmade against any of the Collateral except any levy or attachment relating to this Agreement; or (iv) permit any financing statement, Preferred Ship Mortgage or Vessel Chattel Mortgage to be on file with respect to any such other actionsof the Collateral, except financing statements in favor of Lender in connection with this Agreement and the Ship Mortgages as exist as of the date hereof (which are subject to the Subordination Agreements).

Certain Covenants. The Company hereby agrees with each Underwriter: (a) That The Issuer agrees that any Person, designated in writing by a Noteholder may, upon reasonable prior written notice, consult with proper officials of the Company shall cooperate with Issuer and (subject to consent by the Lead Underwriter Servicer under the Servicing Agreement) the Servicer at such times during normal business hours and legal counsel for as often as such Person may reasonably request regarding the Underwriters and furnish such information as may be required to qualify be furnished pursuant to the Servicing Agreement or register regarding the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution performance of the Underwritten Securities; provided that Issuer’s covenants and agreements contained in this Indenture or any of the Company shall not be required Transaction Documents to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where which it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment;party. (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment The Issuer will comply in all material respects with all requirements of law applicable to the Registration Statement Issuer relating to be declared effective before the offering performance of its obligations under this Indenture and the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible;Notes. (c) To prepare The Issuer agrees to furnish the Prospectus in a form approved by Noteholders copies of each of the Underwriters Transaction Documents and to cause any documents to be transmitted furnished pursuant to the Commission for filing pursuant to Rule 424(b) terms of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to Transaction Documents and such Rule; which Prospectus other information and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished documents relating to the Underwriters will be identical to Notes and the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T;Collateral any Noteholder may reasonably request. (d) The Company Issuer will furnish pay or cause to each Underwriterbe paid all present and future recording and filing fees, from time and all legal, financial and miscellaneous out-of-pocket expenses and costs incurred by the Issuer in connection with the negotiation of and consummation of the transactions contemplated by this Indenture and the issuance and sale of the Notes. The Issuer further agrees that it will pay or cause to time during be paid, promptly upon demand, any reasonable out of pocket expense incurred by the period when a prospectus relating Noteholders in connection with the making of amendment to, or the giving of any release, consent or waiver in respect of, this Indenture and any document executed pursuant hereto or thereto, whether or not consummated, including the reasonable fees and disbursements of counsel for the Noteholders in connection therewith. The obligations of the Issuer under the preceding sentences shall be subject to the Underwritten Securities is required to be delivered under priority of distributions set forth in Section 13.1 hereof and shall survive the Securities Acttermination of this Indenture, such number the transfer of copies any Note or portion thereof or interest therein by a Noteholder and the payment of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder;any Note. (e) To furnish a copy of each proposed Free Writing Prospectus The Issuer will add to Schedule 1 to the Lead Underwriter Second Amended and counsel Restated Standard Definitions, included herein as Appendix A, a description of and required information pertaining to: (i) each separate and identifiable Asset in which it has ownership rights but which was not listed thereon at a Closing Date (whether or not it was in existence on a Closing Date) promptly after the jurisdiction in which it generates income for the Underwriters Issuer becomes a Material Jurisdiction and obtain (ii) without duplication, each separate and identifiable Asset not listed on such Schedule 1 at a Closing Date promptly after the consent same is conveyed to the Issuer pursuant to Section 2.2(b) of the Lead Underwriter prior to referring to, using Contribution Agreement or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(dSection 2.2(b) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information;▇▇▇ ▇▇▇▇▇ Contribution Agreement. (f) To comply The Issuer will promptly following the conveyance of an Asset to the Issuer (or Release of an Asset) or upon the loss, sale or defeasance of an Asset from the Issuer, update the schedules and exhibits attached to the Transaction Documents, with copies to the requirements of Section 3 hereof Servicer, Trustee and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable;Noteholders. (g) ThatThe Issuer will comply with, for a period of 90 days after and obey the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments terms and provisions of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time its Organizational Documents and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file take any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to action which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) is prohibited from taking under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission;Organizational Documents. (h) To furnish to The Issuer will maintain, or be a subject insured party under, insurance of the Lead Underwriter for a period type that is customarily maintained by business entities of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly same type and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information scale as the Lead Underwriter may reasonably request regarding the Company;Issuer. (i) To advise the Lead Underwriter promptly For so long as any of the happening Notes remain Outstanding, the Issuer will not (x) merge or consolidate with or into any other entity or engage in any other business combination with any other entity or (y) sell or transfer all or substantially all of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or its assets other than in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict conformity with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law;Transaction Documents. (j) To file promptly with the Commission any amendment or supplement The Issuer shall seek to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, enter into Licenses in the judgment of future that permit the Company or the Lead Underwriter, Obligors thereunder to be required by the Securities Act or requested by the Commission;audited with respect to performance under such Licenses. (k) That, prior to filing with The Issuer shall notify the Commission Noteholders of any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to litigation in which the Lead Underwriter reasonably objects; (l) To furnish to Issuer is a party, promptly upon the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy Issuer’s receipt of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) notice of the Exchange Act and during the period filing of five years hereafter to file such litigation, in writing by delivery by a reputable courier service or by registered mail (return receipt requested), all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionscharges prepaid.

Certain Covenants. (a) The Company hereby agrees with each Underwriteragrees: (ai) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Notes for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws states as you may designate and shall continue to maintain such qualifications, registrations and exemptions qualifications in effect so long as required for the distribution of the Underwritten SecuritiesNotes; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject state (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Notes); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Notes for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that ; (ii) to make available to the Underwriters in the event New York City as many copies of the issuance Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any order suspending such qualificationamendments or supplements thereto) as the Underwriters may reasonably request for the purposes contemplated by the Act; in case any Underwriter is required to deliver (whether physically or through compliance with Rule 172 under the Act or any similar rule), registration or exemptionin connection with the sale of the Notes, a prospectus beyond the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Notes, the Company shall use will prepare promptly upon request, but at its best efforts expense, such amendment or amendments to the Registration Statement and such prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (iii) to advise you promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement, any Prepricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to make every reasonable effort to obtain the withdrawal thereof at lifting or removal of such order as soon as possible; to advise you promptly of any proposal to amend or supplement the earliest possible momentRegistration Statement, any Prepricing Prospectus or the Prospectus, including by filing any documents that would be incorporated therein by reference and to file no such amendment or supplement to which you shall object in writing; (biv) That to file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of the Notes, and to promptly notify you of such filing; (v) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment to the Registration Statement thereto to be declared effective before the offering of the Underwritten Securities Notes may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possiblepossible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the registration statement or such post-effective amendment has become effective; (cvi) To prepare the Prospectus in a form approved by the Underwriters and to cause furnish to be transmitted you and, upon request, to the Commission for filing pursuant to Rule 424(b) each of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the other Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five three years from the date of this Agreement (i) as soon as availablecopies of any reports or other communications which the Company shall send to its shareholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other communications supplied to holders of Underwritten Securitiessimilar form as may be designated by the Commission, (iiiii) as soon as practicable after the filing thereofupon request, copies of all documents or reports filed by with any national securities exchange on which any class of securities of the Company with the Commission or any securities exchange is listed, and (iiiiv) such other information as the Lead Underwriter you may reasonably request regarding the CompanyCompany or the Subsidiaries, in each case as soon as such communications, documents or information becomes available; provided, however, that in no case shall the Company be required to furnish materials pursuant to this paragraph which are filed and publicly accessible via ▇▇▇▇▇ or any successor database; (ivii) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) Notes is required under the Securities Act Regulations) is required to be delivered under (whether physically or through compliance with Rule 172 or any similar rule) in connection with any sale of the Securities Act Regulations Notes, which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersCompany, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used used, or in the information incorporated therein by reference, so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish furnish, at the Company’s expense, to the Underwriters copies promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and to furnish you a copy of the such proposed amendment or supplement before filing any such amendment or supplement with the Commission Commission; (viii) to make generally available to its security holders, and thereafter promptly to deliver to you, as soon as reasonably practicable, but not later than 16 months after the date of this Agreement, an earning statement of the Company satisfying the provisions of the last paragraph of Section 11(a) of the Act and Rule 158(c) thereunder; (ix) to furnish at or make available to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and of cash flow of the Company's own expense to the Underwriters and to dealers) for such fiscal year, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light accompanied by a copy of the circumstances when it certificate or report thereon of nationally recognized independent registered public accountants; (or in lieu thereof the notice referred x) to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case furnish to you three conformed copies of any Issuer Free Writing Prospectus, conflict with the information contained in each of the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply initially filed with the lawCommission, and of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient conformed copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (jxi) To file promptly with the Commission any amendment or supplement to furnish to you as early as practicable prior to the Registration Statementtime of purchase, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall but not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent registered public accountants, as stated in their letter to be furnished pursuant to Section 6(d) hereof; (xii) to apply the net proceeds from the sale of the Notes, in all material respects, in the manner set forth under the caption “Use of proceeds” in the Prospectus; (xiii) to furnish to you, before filing with the Commission subsequent to the effective date of the Registration Statement and during the period referred to in paragraph (gvii) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, 14 or 15(d) of the Exchange Act; (xiv) to pay all expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Basic Prospectus, any Prepricing Prospectus, the Prospectus Supplement, the Prospectus, any Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Notes including any transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes to the Underwriters, (iii) the word processing and/or printing of this Agreement, any Agreement Among Underwriters and any dealer agreements and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel to the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any filing for review of the public offering of the Notes by FINRA (including the legal fees and filing fees and other disbursements of counsel to the Underwriters with respect thereto), (vi) any listing of the Notes on any securities exchange and any registration thereof under the Exchange Act, (vii) the fees and disbursements of the Trustee and its counsel, (viii) the approval of the Notes by DTC for “book-entry” transfer, (ix) the rating of the Notes by rating agencies, (x) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (xi) the performance of the Company’s other obligations hereunder; (xv) to comply with Rule 433(g) under the Act; (xvi) not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or to publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of UBS Securities LLC for a period beginning at the date of this Agreement and ending at the later of the time of purchase or the lifting of trading restrictions by UBS Securities LLC. For the avoidance of doubt, this covenant does not prohibit draws under the Company’s existing $750 million aggregate principal amount credit facility which matures in 2015 or any refinancing thereof with another revolving credit facility during the period of five years hereafter to file all such documents and reports specified in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulationsforegoing sentence; (mxvii) Not to, and to use its best efforts to cause its officerscontinue to qualify as a REIT under Sections 856 through 860 of the Code; (xviii) prior to the time of purchase, directors and affiliates not to, (A) take, to issue no press release or other communication directly or indirectly prior and hold no press conferences with respect to termination the Company or any Subsidiary, the financial condition, results of operations, business, properties, assets, or liabilities of the underwriting syndicate contemplated by this AgreementCompany or any Subsidiary, any action designed to stabilize or manipulate the price of any security offering of the CompanyNotes, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Actwithout your prior consent; and (pxix) To not, at any time at or after the extentexecution of this Agreement, if anyto, directly or indirectly, offer or sell any Notes by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Notes, in each case other than the Prospectus. (b) Each Underwriter represents, severally and not jointly, that it has not and will not use any rating provided “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions Commission by the Company or any of its affiliatesUnderwriter pursuant to Rule 433 under the Act, other than any free writing prospectus listed on Schedule B hereto or otherwise consented to by the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.

Certain Covenants. For purposes of this Section 5, "Closing Date" shall refer to the Closing Date for the Firm Notes and any Additional Closing Date for the Optional Notes. The Company hereby covenants and agrees with each Underwriterthe Initial Purchaser that: (a) That The Company will not amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum or any amendment or supplement thereto of which the Initial Purchaser shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchaser shall not have given its consent, other than by filing documents under the Exchange Act that are incorporated by reference therein, without the consent of the Initial Purchaser (which consent shall not be unreasonably withheld). The Company shall will promptly, upon the reasonable request of the Initial Purchaser or counsel to the Initial Purchaser, make any amendments or supplements to the Offering Memorandum that may be reasonably necessary or advisable in connection with the resale of the Notes by the Initial Purchaser. (b) The Company will cooperate with the Lead Underwriter and legal counsel Initial Purchaser in arranging for the Underwriters qualification or exemption of the Notes for offer and furnish sale under the securities or "blue sky" laws of such information jurisdictions as the Initial Purchaser may designate and will continue any such qualifications or exemptions in effect for as long as may be required necessary to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for complete the distribution of the Underwritten SecuritiesNotes by the Initial Purchaser; provided provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in respect of doing business in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible;otherwise subject. (c) To prepare If, at any time prior to the Prospectus in a form approved completion of the resale by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) Initial Purchaser of the Securities Act Regulations by means reasonably calculated to Notes, any event shall occur as a result of which it is necessary, in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number opinion of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain Initial Purchaser, to amend or supplement the consent Offering Memorandum in order to make such Offering Memorandum not misleading in the light of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, circumstances existing at the time it is delivered to a purchaser, or if for any other reason it shall be necessary to amend or supplement the Offering Memorandum in order to comply with applicable laws, rules or regulations, the Company shall notify the Initial Purchaser of any such event and (subject to Section 5(a)) forthwith amend or supplement such Offering Memorandum at its own expense so that, as so amended or supplemented, such Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare misleading and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law;all applicable laws, rules or regulations. (jd) To file promptly with The Company will, without charge, provide to the Commission Initial Purchaser and to counsel to the Initial Purchaser as many copies of each of the Preliminary Offering Memorandum, Offering Memorandum or any amendment or supplement to thereto as the Registration Statement, any Free Writing Prospectus Initial Purchaser or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission;its counsel may reasonably request. (ke) That, prior to filing with During the Commission any amendment or supplement to period of three years from the Registration Statement, any Issuer Free Writing Prospectus or the ProspectusClosing Date, the Company shall will furnish to the Lead Underwriter for review Initial Purchaser (i) as soon as practicable after mailing, a copy of each such proposed amendment report and other communication (financial or supplement, and otherwise) of the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish mailed to the Lead UnderwriterTrustee or the holders of the Notes, not less stockholders or any national securities exchange on which any class of securities of the Company may be listed other than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be materials filed with the Commission pursuant via EDGAR, and (ii) from time to Section 13time, 14subject to compliance wit▇ ▇▇▇licable securities laws, or 15(d) of such other information concerning the Exchange Act Company and during any Subsidiary as the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations;Initial Purchaser may reasonably request. (mf) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the The Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities Notes materially as set forth under "Use of Proceeds" in the manner set forth therein and in the Prospectus;Offering Memorandum. (og) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale None of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliatesrespective affiliates (as defined in Rule 144(a) under the Securities Act) will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require the registration under the Securities Act of the Notes. (h) For so long as the Notes constitute "restricted" securities within the meaning of Rule 144(a)(3) under the Securities Act, the CompanyCompany will not, shall furnishand will not permit any Subsidiary to, solicit any offer to buy or cause offer to be furnished, such documents and take, sell the Notes by means of any form of general solicitation or cause to be taken, general advertising (as those terms are used in Regulation D under the Securities Act) or in any such other actions.manner involving a public offering within the meaning of Section 4(2)

Certain Covenants. The Company hereby agrees and the Operating Partnership hereby, jointly and severally, agree with each Underwriter: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those such jurisdictions designated (both domestic and foreign) as the Representatives may designate and to maintain such qualifications in effect as long as requested by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required Representatives for the distribution of the Underwritten SecuritiesShares; provided that provided, that, neither the Company nor the Operating Partnership shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification corporation or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentpartnership; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possiblepossible and to advise the Representatives promptly and, if requested by the Representatives, to confirm such advice in writing, when such post-effective amendment has become effective; references herein to the Registration Statement shall include such post-effective amendment; (c) To to file the Articles Supplementary, duly authorized and executed by the Company, with the Maryland State Department of Assessments and Taxation and accepted thereby before the Closing Time; (d) to prepare the a Prospectus in a form reasonably approved by the Underwriters and to cause to be transmitted to file such Prospectus with the Commission for filing pursuant to in the manner and within the time period required by Rule 424(b) of under the Securities Act Regulations (without reliance on Rule 424(b)(8)) and to furnish promptly to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by means reasonably calculated to result in filing with the Commission pursuant to such Rule; Securities Act Regulations, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T; (de) The Company will furnish subject to each Underwriterits other covenants in this Section 4, from time to time during comply with Rule 430B until the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies distribution of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated Shares by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus Underwriters is complete; to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments ofRepresentatives promptly and, or requests for additional or supplemental information from, the Commission or any request if requested by the Commission for amendments or supplements Representatives, to the Registration Statementconfirm such advice in writing, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of when any post-effective amendment to the Registration Statement or new registration statement relating to the Shares becomes effective under the Securities Act or any amendment or supplement to any Issuer Free Writing the Prospectus or any amended Prospectus is filed; (f) to advise the ProspectusRepresentatives immediately, and, if requested by the Representatives, confirming such advice in writing, of (iiii) the receipt of any comments from, or any request by, the time and date that any post-effective amendment Commission for amendments or supplements to the Registration Statement becomes effective and or Prospectus or for additional information with respect thereto, or (ivii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus; , or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, and, if the Commission shall enter or any other government agency or authority should issue any such stop order at any timeorder, the Company will use its best efforts to make every reasonable effort to obtain the lifting or removal of such order at the earliest possible momentas soon as possible; the Company shall, within such period, and to advise the Lead Underwriter Representatives promptly of any proposal to prepare, use, authorize, approve amend or supplement the Registration Statement or Prospectus and to file any no such amendment or supplement to which the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, Representatives shall reasonably object in writing; (g) to furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter Underwriters for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securitiesshares of Common Stock not otherwise publicly available, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission Commission, FINRA or any securities exchange not otherwise publicly available and (iii) such other information not otherwise publicly available as the Lead Underwriter Underwriters may reasonably request regarding the Company, the Operating Partnership and the Subsidiaries; (ih) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company or the Operating Partnership within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act or the Securities Act Regulations whichthat, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representatives or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's ’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in so that the case Prospectus will comply with the Securities Act and the Securities Act Regulations; if at any time following issuance of any an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, Statement (or so that any other registration statement relating to the Shares) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the Time statements therein, in the light of Sale Informationthe circumstances prevailing at that subsequent time, as amended not misleading, to promptly notify the Representatives and promptly amend or supplementedsupplement, will comply with the lawat its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; (ji) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentatives, be required by the Securities Act or requested by the Commission; (kj) That, prior to filing with the Commission any amendment to the Registration Statement or supplement to the Registration Statement, any Issuer Free Writing Prospectus or any Prospectus pursuant to Rule 424 under the ProspectusSecurities Act, the Company shall to furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, thereof to the Representatives and counsel for the Company shall Underwriters and not to file any such proposed amendment or supplement to which the Lead Underwriter Representatives reasonably objects; to give the Representatives notice of its intention to make any filing pursuant to the Exchange Act or the Exchange Act Regulations from the Applicable Time to the Closing Time and to furnish the Representatives and counsel for the Underwriters with copies of any such documents a reasonable amount of time prior to such proposed filing and not to file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object; (k) to furnish promptly to the Representatives a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representatives may reasonably request; (l) To to furnish to the Lead UnderwriterRepresentatives, not less than two one business days day before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred in which a Prospectus relating to in paragraph (g) abovethe Shares is required to be delivered under the Securities Act or the Securities Act Regulations, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the such period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (n) to make generally available to its security holders and to deliver to the Representatives as soon as practicable, but in any event not later than 45 days after the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement (or later than 90 days, if such fiscal quarter is the last fiscal quarter of the Company’s fiscal year) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (in such form, at the option of the Company, as complies with Rule 158 under the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (o) to use its best efforts to maintain the listing of the Shares on the New York Stock Exchange and to file with the New York Stock Exchange all documents and notices required by the New York Stock Exchange of companies that have securities that are traded on the New York Stock Exchange; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain during a period of 60 days from the date of the Prospectus, without the prior written consent of the Representatives, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant for the purchase or sale of, or otherwise disposing of or transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Series E Stock or any securities similar to or ranking on par with or senior to the Series E Stock or any securities convertible into or exercisable or exchangeable for Series E Stock or such securities, including Units, Class B Units and Preferred Units, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Series E Stock or such securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Series E Stock or such other securities, in cash or otherwise; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (Ai) take, directly or indirectly indirectly, prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten SecuritiesShares, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities Shares or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiessecurities of the Company; (ns) That the Company will to comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the ProspectusStatement; (ot) That to use its best efforts to meet the requirements to qualify as a REIT under the Code for each of its taxable years until such time as the board of directors of the Company shall determines that it is no longer in the best interests of the Company to qualify as a REIT; (u) not invest to invest, or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities Shares in such a manner as would require the Company or any of its Subsidiaries to register as an investment company under the Investment Company Act; (v) to authorize, execute, deliver and file of record the Articles Supplementary with the SDAT prior to the Closing Time; and (pw) To reserve and keep available at all times the extentmaximum number of shares of Common Stock issuable upon conversion of the Shares. Each of the Company and the Operating Partnership, if anyjointly and severally, represents, warrants and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter severally represents, warrants and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission or retained by the Company under Rule 433; provided, however, that the prior written consent of the Company and the Representatives shall be deemed to have been given in respect of any rating provided with Issuer Free Writing Prospectus attached as Schedule IV and that the prior written consent of the Company shall be deemed to have been given in respect of any free writing prospectus that constitutes a “bona fide electronic road show” within the meaning of Rule 433(h)(5) of the Securities Act Regulations relating to the Underwritten Securities by offering of the applicable rating agency is conditional upon the furnishing of documents Shares. Any such free writing prospectus consented to or the taking of any actions deemed to be consented to by the Company or by the Company and the Representatives, as applicable, is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (a) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (b) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of its affiliatestimely filing with the Commission, the Company, shall furnish, or cause to be furnished, such documents legending and take, or cause to be taken, any such other actionsrecord keeping.

Certain Covenants. The Company hereby agrees with each Underwriter: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those such jurisdictions designated as the Representative may designate and to maintain such qualifications in effect as long as requested by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required Representative for the distribution of the Underwritten Securities; Shares, provided that the Company shall not be required to qualify as a foreign corporation or as a dealer in securities or to take any action that would subject it consent to general the service of process under the laws of any such state (except service of process with respect to the offering and sale of the Shares) or to subject itself to taxation in respect of doing business in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentotherwise so subject; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possiblereasonably practicable and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective; (c) To to prepare the Prospectus in a form approved by reasonably satisfactory to the Underwriters and to cause to be transmitted to file such Prospectus with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree to in writing and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree to in writing to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by means reasonably calculated to result in filing with the Commission pursuant to such Rule; Securities Act Regulations, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish ▇▇ ▇dvise the Representative promptly, and (if requested by the Representative) to each Underwriterconfirm such advice in writing, from time to time during when the period Registration Statement has become effective and when a prospectus relating to the Underwritten Securities is required to be delivered any post-effective amendment thereto becomes effective under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunderRegulations; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter Representative promptly, and (if requested by the Representative) to confirm such advice in writing writing, of (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by by, the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Statement or Prospectus or the Prospectusfor additional information with respect thereto, or (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Preliminary Prospectus or the Prospectus; , or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and, if the Commission shall enter or any other government agency or authority should issue any such stop order at any timeorder, the Company will use its best efforts to make every reasonable effort to obtain the lifting or removal of such order at the earliest possible momentas soon as reasonably practicable; the Company shall, within such period, and to advise the Lead Underwriter Representative promptly of any proposal to prepare, use, authorize, approve or file any proposed amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus Statement or the Prospectus, shall furnish and to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any no such amendment or supplement or use any such Prospectus to which the Lead Underwriter Representative, upon the advise of counsel for the Underwriters, shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received object in a timely manner by the Commissionwriting; (hf) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter Representative promptly of the happening of any event known to the Company within during the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersCompany, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (Cg) if it is necessary at any necessary, during the time a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations, to amend or supplement the Prospectus or the Time of Sale Information in order to comply with any applicable law andor so that, during such timeas so amended or supplemented, to the Prospectus will not, in the light of the circumstances under which it is delivered, be materially misleading, the Company will promptly prepare and furnish to the Underwriters copies of the such proposed amendment or supplement and furnish copies thereof to the Representative before filing any such amendment or supplement with the Commission Commission, and thereafter will promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter Representative may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (jh) To to file as promptly as reasonably practicable with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that maymay be requested by the Commission or that, in the judgment of the Company or of the Lead UnderwriterRepresentative, be advised by counsel for the Underwriters, is required by the Securities Act or requested by the CommissionAct; (ki) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing supplement to the Prospectus or any Prospectus pursuant to Rule 424 under the Securities Act, to furnish a copy thereof to the Representative and counsel for the Underwriters and obtain the consent of the Representative to the filing (which consent shall not be unreasonably withheld, conditioned or delayed); (j) to furnish promptly to the Representative, upon request, a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith) and such number of conformed copies of the foregoing as the Representative may reasonably request; (k) to apply the net proceeds of the sale of the Shares sold by the Company in accordance with its statements under the caption "Use of Proceeds" in the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to make generally available to its security holders and to deliver to the Lead UnderwriterRepresentative as soon as reasonably practicable, but in any event not less later than two business days before filing the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement an earnings statement complying with the Commission during the period referred to in paragraph (g) above, a copy provisions of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d11(a) of the Exchange Securities Act and during (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations), covering a period of five years hereafter to file all such documents and reports in 12 months beginning after the manner and within effective date of the time periods required by the Exchange Act and the Exchange Act RegulationsRegistration Statement; (m) Not to use its reasonable best efforts to maintain the quotation of the Shares on the Nasdaq National Market; (n) to maintain, at its expense, a registrar and transfer agent for the Shares; (o) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) except as disclosed in the Prospectus with respect to the Registration Rights Agreement, dated November 4, 2002, between the Company and the Representative (the "Registration Rights Agreement"), offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) any Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (D) any shares of Common Stock issued pursuant to any non employee director stock plan or dividend reinvestment plan, or (E) any shares of Common Stock issued as consideration in connection with any acquisition of all or substantially all of the stock or assets of any other entity (provided that, if the Company registers the resale of any such shares under the Securities Act by the recipients thereof, it shall not request effectiveness of such resale registration for a date prior to the expiration of such 180-day period; and provided further, that each beneficial owner of any shares issued in connection with this clause (E) who will own 5% or more of the outstanding Common Stock of the Company (as determined in accordance with Rule 13d-3 of the Commission) following such issuance enters into a lockup agreement in substantially the form attached hereto as Exhibit B with respect to such Common Stock for a period covering the remainder of such 180-day period); (p) not to, and to use its reasonable best efforts to cause its officers, directors and affiliates not to, (Ai) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten SecuritiesShares, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities Shares or (Ciii) pay or agree to pay to any person (other than the Underwriters) any compensation for soliciting any order to purchase any other securitiessecurities of the Company; (nq) That to use its reasonable best efforts to cause each executive officer and director of the Company and each holder of any portion of the option to purchase 570,000 shares of Common Stock originally granted to Ranieri & Co., Inc. pursuant to the Consulting Agreement with Ranieri & ▇▇. ▇nc. dated as of November 4, 2002 (the "Ranieri Option") to furnish to the Representative, prior to the Closin▇ ▇▇▇▇, a letter or letters, substantially in the form of Exhibit B hereto; (r) not to release any parties to the Franklin Bank Corp. Class B Stockholders Agreement dated as of August 21, 2002 from the provisions prohibiting transfers of Common Stock contained in Section 8.1 thereof without the prior written consent of the Representative, except that the forgoing shall not apply to any transfer made by any such party in accordance with the provisions of the third paragraph of Exhibit B hereto; (s) that the Company will comply with the applicable provisions of the undertakings in the Registration Statement; and (t) that the Company will comply in all material respects with all applicable securities and other laws, rules and regulations, including without limitation, the rules and regulations of the NASD, in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program and will pay any stamp duties or similar taxes or duties, if any, incurred by the Underwriters in connection therewith. Each Selling Stockholder hereby agrees with each Underwriter: (a) to deliver to the Representative prior to the Closing Time a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person, within the meaning of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the "Code") or Form W-9 (if the Selling Stockholder is a United States person, within the meaning of the Code); (b) to furnish to the Representative, prior to the Closing Time, a letter or letters, substantially in the form of Exhibit B hereto; (c) if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representative, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, such Selling Stockholder will promptly notify the Company and the Representative; (d) to deliver to the Company or the Underwriters such documentation as the Company or the Underwriters or any of their respective counsel may reasonably request in order to effectuate any of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Actthis Agreement; and (pe) To to pay when required by law all stock transfer or other taxes which are required to be paid in connection with the extent, if any, that any rating provided with respect sale and transfer of the Initial Shares to be sold by such Selling Stockholder to the Underwritten Securities by Underwriters hereunder. (f) to perform the applicable rating agency obligations of such Selling Stockholder under the Agreement and Power of Attorney to which it is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsparty.

Certain Covenants. (a) The Company hereby agrees with each Underwriteragrees: (ai) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those such states or other jurisdictions designated by the Lead Underwriter; that the Company shall comply with as you may designate and to maintain such laws and shall continue such qualifications, registrations and exemptions qualifications in effect so long as required you may request for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat threatening of any proceeding for any such purpose; (ii) to make available to the Underwriters in Great Neck, New York, as soon as practicable after the Registration Statement becomes effective, and that in thereafter from time to time to furnish to the event Underwriters, as many copies of the issuance Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any order suspending such qualification, registration amendments or exemptionsupplements thereto after the effective date of the Registration Statement) as the Underwriters may request for the purposes contemplated by the Act; in case any Underwriter is required to deliver a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Company shall use will prepare, at its best efforts expense, promptly upon request such amendment or amendments to obtain the withdrawal thereof at Registration Statement and the earliest possible momentProspectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (biii) That if, at the time this Agreement is executed and delivered, it is necessary for a the Registration Statement or any post-effective amendment to the Registration Statement thereto to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible; possible and the Company will advise you promptly and, if requested by you, will confirm such advice in writing, (ci) To prepare when the Registration Statement and any such post-effective amendment thereto has become effective, and (ii) if Rule 430A under the Act is used, when the Prospectus in a form approved by the Underwriters and to cause to be transmitted to is filed with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations by means reasonably calculated (which the Company agrees to result file in filing with the Commission pursuant to a timely manner under such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T); (div) The Company will furnish to each Underwriteradvise you promptly, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Actconfirming such advice in writing, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the Prospectusentry of a stop order, (ii) suspending the effectiveness of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectusand, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by if the Commission of any should enter a stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; andStatement, if the Commission shall enter any such stop order at any time, the Company will to use its best efforts to obtain the lifting or removal of such order at the earliest possible momentas soon as possible; the Company shall, within such period, to advise the Lead Underwriter you promptly of any proposal to prepare, use, authorize, approve or file any amendment amend or supplement to the Registration Statement, any Issuer Free Writing Prospectus Statement or the Prospectus, shall furnish including by filing any documents that would be incorporated therein by reference, and to the Lead Underwriter provide you and Underwriters' counsel copies of any such documents for review a copy of each proposed amendment or supplement and comment a reasonable amount of time prior to such any proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any no such amendment or supplement or use any such Prospectus to which the Lead Underwriter you shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received object in a timely manner by the Commissionwriting; (hv) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission or any securities exchange and (iii) such other information as in order to comply with the Lead Underwriter may reasonably request regarding the CompanyExchange Act; (ivi) To if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the Act; (vii) to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would which could require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, time to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish furnish, at the Company's own expense expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; (viii) to make generally available to its security holders, and to dealersdeliver to you, an earnings statement of the Company (which will satisfy the provisions of Section 11(a) of the Act) covering a period of 12 months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Act) as soon as is reasonably practicable after the termination of such 12-month period but not later than May 15, 2006; (ix) to furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a consolidated balance sheet and statements of income, shareholders' equity and cash flow of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent certified public accountants who are registered with the Public Company Accounting Oversight Board (the "PCAOB"); (x) to furnish to you three copies in such quantities of the Registration Statement, as initially filed with the Commission, and at such locations as of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient copies of the Lead Underwriter may foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (xi) to furnish to you promptly and, upon request, to each of the other Underwriters for a period of three years from the date of this Agreement (i) copies of any reports or other communications which the Company shall send to its stockholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-KSB, 10-Q, 10-QSB and 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of documents or reports filed with any national securities exchange on which any class of securities of the Company is listed, and (iv) such other information as you may reasonably request of an appropriate amendment or supplement to regarding the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the lawCompany; (jxii) To file promptly with the Commission any amendment or supplement to furnish to you as early as practicable prior to the Registration Statementtime of purchase and any additional time of purchase, any Free Writing Prospectus or as the Prospectus that maycase may be, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall but not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less later than two business days before filing with the Commission during the period referred to in paragraph (g) aboveprior thereto, a copy of any document proposed the latest available unaudited interim and monthly consolidated financial statements, if any, of the Company which have been read by the Company's independent certified public accountants who are also registered with the PCAOB, as stated in their letter to be filed with the Commission furnished pursuant to Section 13, 14, or 15(d6(b) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulationshereof; (mxiii) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities Shares in the manner set forth therein and under the caption "Use of Proceeds" in the Prospectus; (oxiv) That not to issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for Common Stock or warrants or other rights to purchase Common Stock or any other securities of the Company that are substantially similar to Common Stock, or file or cause to be declared effective a registration statement under the Act relating to the offer and sale of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or other rights to purchase Common Stock or any other securities of the Company that are substantially similar to Common Stock for a period of 12 months after the date hereof (the "Lock-Up Period"), without the prior written consent of ▇▇▇▇▇, except for (i) the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Stock upon the exercise of options or warrants disclosed as outstanding in the Registration Statement and the Prospectus so long as those persons or entities to whom Common Stock is issued have entered into a lock-up agreement for the balance of the Lock-Up Period, and (iii) the issuance of employee or director stock options not exercisable during the Lock-Up Period pursuant to stock option plans described in the Registration Statement and the Prospectus; (xv) to use its reasonable best efforts to cause the Common Stock to be listed for quotation on the American Stock Exchange; (xvi) to maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Common Stock and to cause such transfer agent to furnish the Underwriters a duplicate copy of the daily transfer sheets prepared by the transfer agent during the 12-month period commencing on the effective date of the Registration Statement and instruct the transfer agent to timely provide, upon the request of the Underwriters, from time to time, duplicate copies of such transfer sheets and/or a duplicate copy of a list of stockholders, all at the Company's expense, for a period of 4 years after such 12-month period; (xvii) to register and remain covered by Standard & Poor's Corporation Records Guide or another recognized securities manual for a period of three years commencing on the effective date; (xviii) the Company shall not invest or otherwise use at all times prior to the proceeds received by completion of the Company from its offering and sale of the Underwritten Securities in Shares allow, or take such a manner actions as would require are necessary to facilitate, the Underwriters and their representatives to conduct all due diligence on the Company to register as an investment company under and the Investment Company ActShares which the Underwriters may reasonably require; and (pxix) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnishwill fulfill, or cause to be furnishedfulfilled, such documents all legal requirements to permit the offering, issuance, sale and takedistribution of the Shares. (b) The Company hereby agrees to pay all costs, expenses, fees and taxes (other than any fees and disbursements of counsel for the Underwriters, except as set forth under Section 5 hereof or cause (iii) or (iv) below) in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to be takenthe Underwriters and to dealers (including costs of delivery and shipment), (ii) the registration, issuance, sale and delivery of the Shares by the Company, including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, and any closing documents (including any compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of delivery and shipment), (iv) the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state laws as aforesaid (including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any listing of the Shares on the American Stock Exchange and any registration thereof under the Exchange Act, (vi) the filing for review of the public offering of the Shares by the National Association of Securities Dealers, Inc. (the "NASD"), including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters, (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the Underwriters non-accountable expense allowance equal to 3% of the aggregate gross proceeds from the sale of the Shares (of which the Company has previously remitted to ▇▇▇▇▇ the sum of $50,000, which sum has been credited as a partial payment in advance of the non-accountable expense allowance) and (x) the performance of the Company's other actionsobligations hereunder. (c) At the time of purchase, the Company agrees to sell to ▇▇▇▇▇ for a total purchase price of $100.00, an Underwriter's Warrant entitling ▇▇▇▇▇ or its assigns to purchase 100,000 shares of Common Stock at a price equal to $14.40 per share. At the additional time of purchase, if any, the Company agrees to sell to ▇▇▇▇▇ for a total purchase price of $100.00, an additional Underwriter's Warrant entitling ▇▇▇▇▇ or its assigns to purchase shares of Common Stock equal to 10% of any Additional Shares purchased by the Underwriters at a price equal to $14.40 per share. The Underwriter's Warrants shall be exercisable for four years commencing one year from the time of purchase and shall contain cashless exercise provisions and anti-dilution provisions as are acceptable to ▇▇▇▇▇. (i) If the Company shall at any time during the period in which the Underwriter's Warrant is exercisable register an offering of its securities on Form ▇-▇, ▇-▇, ▇-▇ or the equivalent (including a post-effective amendment to Form S-1, but not a Registration Statement on Forms S-4 or S-8), the holders of the Underwriter's Warrant shall have the option of choosing to have included therein without any cost to themselves, any or all of the shares of Common Stock issuable upon exercise of the Underwriter's Warrant. In connection therewith, the Company shall give such holders at least 30 days written notice prior to the filing of a Registration Statement. Such notice shall be given each time a Registration Statement is contemplated until such time as all of the Underwriter's Warrants have been exercised. The holders of the Underwriter's Warrant shall exercise their warrant by giving written notice within 20 days of the receipt of the aforesaid notice of the Company's intent to file a Registration Statement. (ii) In addition, holders of a majority of the Underwriter's Warrant shall also have a one-time right to compel the Company to register for public sale the shares of Common Stock issuable upon exercise of the Underwriter's Warrant. Immediately after the receipt of the written notice demanding registration, the Company shall give a notice to the other holders of Underwriter's Warrant who shall have 20 days to elect to include their shares of Common Stock in such Registration Statement. The Company shall promptly file such Registration Statement and use its best efforts to have it declared effective and keep it current and accurate for a period of 180 days thereafter (12 months on Form S-3). No holders of the Underwriter's Warrant shall be required to exercise the warrants as a condition of registration. All costs associated with the Registration Statements shall be borne by the Company, except for fees and costs of counsel to the selling shareholders. (iii) Until the earlier of the expiration or exercise of the Underwriter's Warrant, the Company shall keep reserved sufficient shares of Common Stock for issuance upon exercise of the Underwriter's Warrant. (d) The Company hereby agrees to afford ▇▇▇▇▇ the right, but not the obligation, commencing on the effective date and terminating three years thereafter, to designate one non-voting advisor to the Board of Directors of the Company. The designee, if any, and ▇▇▇▇▇ will receive notice of each meeting of the Board of Directors in accordance with Nevada law. Any such designee will receive reimbursement for all reasonable costs and expenses incurred in attending meetings of the Board of Directors, including but not limited to, fo

Certain Covenants. The Company and the Operating Partnership hereby agrees agree with each Underwriter: (a) That that the Company shall cooperate with the Lead Underwriter Representatives and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter Representatives promptly of such suspension or any initiation or threat known by the Company of any proceeding for any such purpose; and that, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment;. (b) That that if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor use its best efforts to cause such post-effective amendment to become effective as soon as possible;. (c) To to prepare the Prospectus Supplement in a form reasonably approved by the Underwriters and to cause to be transmitted to file such Prospectus Supplement (along with the Basic Prospectus) with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations not later than 10:00 a.m. (New York City time), on the second day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly and with respect to the initial delivery of the Prospectus, not later than 10:00 a.m. (New York City time) on the second day following the execution and delivery of this Agreement, or on such other day as the parties may mutually agree, to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by means reasonably calculated to result in filing with the Commission pursuant to such Rule; Securities Act Regulations, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T;T. (d) The Company will furnish to each Underwriteradvise the Representatives promptly and (if requested by the Representatives) to confirm such advice in writing, from time to time during the period when a prospectus relating any post-effective amendment to the Underwritten Securities is required to be delivered Registration Statement becomes effective under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder;Regulations. (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring tothat, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by itAgreement, the Company shall promptly advise the Lead Underwriter Representatives orally (and, if requested by the Representatives, promptly confirm such advice in writing writing) (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the ProspectusCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing the Common Shares from the New York Stock Exchange, or of the threatening or initiation of any proceedings for any of such purposes; and that the Company shall use its best efforts to prevent the issuance of any such order or suspension, removal or termination from listing, and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, shall advise the Lead Underwriter Representatives promptly of any proposal to prepare, use, authorize, approve amend or supplement the Registration Statement or Prospectus and to file any no such amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter Representatives shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) ), 430A and 434, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission;. (hf) To to furnish to the Lead Underwriter Underwriters for a period of five three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current annual reports or other communications supplied to holders of Underwritten Securities, Common Shares not publicly available and (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information not publicly available as the Lead Underwriter Underwriters may reasonably request regarding the Company;Company and the Subsidiaries. (ig) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representatives or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's ’s own expense to the Underwriters and to dealersUnderwriters, copies in such quantities and at such locations as the Lead Underwriter Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale InformationProspectus, as amended or supplemented, will comply with the law;. (jh) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentatives, be required by the Securities Act or requested by the Commission;. (ki) Thatthat, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Statement or supplement or amendment to the Prospectus or any Prospectus pursuant to Rule 424 under the ProspectusSecurities Act, the Company shall furnish to the Lead Underwriter Representatives and counsel for the Underwriters for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter Representatives reasonably objects;object. (lj) To to furnish promptly to each Representative a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representatives may reasonably request. (k) to furnish to the Lead Underwritereach Representative, not less than two one business days day before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred in which a prospectus relating to the Shares is required to be delivered under the Act in paragraph (g) aboveconnection with sales by any Underwriter or dealer, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the such period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and Act, the Exchange Act Regulations;Regulations and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (l) to apply the net proceeds from the sale of the Shares in the manner described under the caption “Use of Proceeds” in the Prospectus. (m) Not to make generally available to its security holders and to deliver to the Representatives as soon as practicable, but in any event not later than 45 days after the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement (unless such fiscal quarter is the last fiscal quarter of the Company’s fiscal year, in which case such earnings statement shall be delivered no later than 90 days after the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement) an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement. (n) to use its best efforts to maintain the listing of the Shares on the New York Stock Exchange and to file with the New York Stock Exchange all documents and notices required by the New York Stock Exchange of companies that have securities for which quotations are reported by the New York Stock Exchange. (o) to engage and maintain, at its expense, a registrar and transfer agent for the Shares. (p) to refrain during a period of 60 days from the date of the Prospectus, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, establishing an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or filing any registration statement under the Securities Act with respect to any of the foregoing (provided that the Company may file a registration statement solely for the resale of Common Shares), or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise; provided, however, that the Company may issue its Common Shares or options to purchase its Common Shares, or Common Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 60 day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). (q) not to, and to use its best efforts to cause its officers, directors trustees, partners and affiliates affiliates, as applicable, not to, (Ai) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten SecuritiesShares, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities Shares or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiessecurities of the Company. (r) to use its best efforts to cause each officer and trustee of the Company to furnish to the Representatives, prior to the First Closing Date, a letter agreement substantially in the form of Exhibit A hereto; (ns) That that during the time which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations, the Company shall file, on a timely basis, with the Commission and the New York Stock Exchange all reports and documents in the manner required by the Exchange Act, the Exchange Act Regulations and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; additionally, the Company shall report the use of proceeds from the issuance of the Shares as may be required under Rule 463 under the Securities Act. (t) that the Company will comply with all of continue to use its best efforts to meet the provisions of any undertakings in requirements to qualify as a REIT under the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus;Code. (ou) That that the Company shall not invest invest, or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities Shares in such a manner as would require the Company or any of its Subsidiaries to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.

Certain Covenants. The Company hereby (a) Supplier acknowledges and agrees with each Underwriterthat the MANAPOL ▇▇▇▇ is a registered trademark of Mannatech and that Supplier shall produce Manapol to the Specifications contained in Exhibit A for commercialization exclusively by Mannatech under the MANAPOL ▇▇▇▇. Supplier shall not: (ai) That use, market, or otherwise distribute any product under the Company name of, “Manapol Powder” or “Manapol” to any party other than Mannatech or its Designee, without the prior written consent of Mannatech; and (ii) use the “Mannatech, Incorporated” name, MANNATECH ▇▇▇▇, AMBROTOSE ▇▇▇▇, ADVANCED AMBROTOSE ▇▇▇▇, MANAPOL ▇▇▇▇ or any other trademark, logo, design, name, or form of trade dress owned by Mannatech to sell, market, or otherwise distribute any of Supplier’s products. The Parties shall cooperate not combine Manapol with any product or substance in any manner which would violate any laws, rules or regulations of any state, federal or other governmental body in which Manapol, or any product derived from or containing Manapol (the Lead Underwriter and legal counsel “Manufactured Products”) are sold. The Parties shall not combine Manapol with any other substance in a Manufactured Product that is to be advertised or sold for use or consumption by humans or animals if the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution approval of the Underwritten Securities; provided that U.S. Food and Drug Administration (the Company shall not be required to qualify as a foreign corporation “FDA”) or to take any action that would subject it to general service the U.S. Department of process in any Agriculture (“USDA”) for such jurisdiction where it is not presently qualified use or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities consumption is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for has not been obtained. For a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing at least seven (i7) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement shipment (ior for such longer period if requested by Mannatech and agreed to by Supplier), Supplier agrees to keep complete records regarding the manufacture, storage, shipment and sale of Manapol and/or Hi Fi for and to Mannatech and upon ten (10) as soon as availabledays’ prior written request by Mannatech, copies to make these records available to Mannatech for its review and inspection. (b) Mannatech acknowledges and agrees that “Natural Aloe de Costa Rica,” “Verapol,” and “Naturmanan” are registered trademarks of all annual, quarterly Supplier and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission that Mannatech shall not use these marks or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company;trademark, logo, design, name, or form of trade dress owned by Supplier to sell, market, or otherwise distribute any of Mannatech’s products. Mannatech shall not:. (i) To advise the Lead Underwriter promptly of the happening of use, market, or otherwise distribute any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) product under the Securities Act Regulationsname of, “Natural Aloe de Costa Rica,” “Verapol,” and “Naturmanan”. (ii) is required to be delivered under use the Securities Act Regulations which“Natural Aloe de Costa Rica S.A.” name, in the judgment of the Company Natural Aloe de Costa Rica,” “Verapol,” and “Naturmanan” ▇▇▇▇ or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwritersany other trademark, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would notlogo, at the time it is delivered to a purchaserdesign, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securitiesname, or (C) if it is necessary at any time form of trade dress owned by Supplier to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleadingsell market, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of otherwise distribute any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsMannatech’s products.

Certain Covenants. The Company hereby agrees with each Underwriteragrees: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws states as you may designate and shall continue to maintain such qualifications, registrations and exemptions qualifications in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject state (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the Company shall use its best efforts receipt of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat threatening of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That ifto make available to the Underwriters in New York City, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to as soon as practicable after the Registration Statement becomes effective, and thereafter from time to be declared effective before time to furnish to the offering Underwriters, as many copies of the Underwritten Securities may commence, Prospectus (or of the Prospectus as amended or supplemented if the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and shall have made any amendments or supplements thereto furnished to after the effective date of the Registration Statement) as the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or Act; in case any Underwriter is required to deliver a prospectus beyond the Exchange Act or the respective applicable rules and regulations nine-month period referred to in Section 10(a)(3) of the Commission thereunder; (e) To furnish a copy Act in connection with the sale of each proposed Free Writing Prospectus the Shares, the Company will prepare promptly upon request and at its cost such amendment or amendments to the Lead Underwriter Registration Statement and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior such prospectuses as may be necessary to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply permit compliance with the requirements of Section 3 hereof and Rules 164 and 433 10(a)(3) of the Securities Act; (c) to advise you promptly and (if requested by you) to confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective and (ii) if Rule 430A under the Act Regulations applicable to any Issuer Free Writing Prospectusis used, including timely filing pursuant to Rule 433(d) with when the Commission (by means reasonably calculated to result in filing Prospectus is filed with the Commission pursuant to Rule 424(b) under the Act (which the Company agrees to file in a timely manner under such RuleRules), legending and record keeping, as applicable; (gd) Thatto advise you promptly, for a period confirming such advice in writing, of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Statement or Prospectus or the Prospectusfor additional information with respect thereto, (ii) or of the time and date notice of any filing institution of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus proceedings for, or the Prospectus, (iii) entry of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any a stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall should enter any such a stop order at any timesuspending the effectiveness of the Registration Statement, the Company will to use its best efforts to obtain the lifting or removal of such order at the earliest possible momentas soon as possible; the Company shall, within such period, to advise the Lead Underwriter you promptly of any proposal to prepare, use, authorize, approve amend or supplement the Registration Statement or Prospectus and to file any no such amendment or supplement to the Registration Statementwhich you shall object in writing; (e) subject to Section 4(o) hereof, to file promptly all reports and any Issuer Free Writing Prospectus definitive proxy or the Prospectus, shall furnish information statement required to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and be filed by the Company will not prepare, use, authorize, approve, refer with the Commission in order to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions Exchange Act subsequent to the date of Rules 424(bthe Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the shares, and to promptly notify you of such filing; (f) if necessary or appropriate, to file in a timely fashion a registration statement pursuant to Rule 462(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the CommissionAct; (hg) To to furnish to you and, upon request, to each of the Lead Underwriter other Underwriters for a period of five years from the date of this Agreement (i) as soon as availablecopies of any reports or other communications which the Company shall send to its shareholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar form as may be designated by the Commission, (iii) copies of documents or reports filed with any national securities exchange on which any class of securities of the Company is listed, and (iiiiv) such other information as the Lead Underwriter you may reasonably request regarding the CompanyCompany as soon as such communications, documents or information becomes available; (ih) To to advise the Lead Underwriter Underwriters promptly of the happening occurrence of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) which would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish promptly to the Underwriters copies underwriters, at no expense to the Underwriters, such amendments or supplements to such Prospectus as may be necessary to reflect any such change and to furnish you a copy of the such proposed amendment or supplement before filing any such amendment or supplement with the Commission Commission; (i) to make generally available to its security holders, and thereafter promptly to deliver to you, as soon as practicable an earnings statement of the Company (which will satisfy the provisions of Section 11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Act) and ending not later than 15 months thereafter; (j) to furnish at to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders' equity and of cash flow of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants); (k) to furnish to you four conformed copies of the Registration Statement, as initially filed with the Commission, and of all amendments thereto including all exhibits thereto) and sufficient conformed copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (l) to furnish to you as early as practicable prior to the time of purchase and the additional time of purchase, as the case may be, but not later than two business days prior thereto, a copy of the latest available quarterly (if available) or monthly unaudited interim consolidated financial statements, if any, of the Company, which have been read by the Company's own expense independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(b) hereof; (m) to apply the net proceeds from the sale of the Shares in the manner set forth under the caption "Use of Proceeds" in the Prospectus; (n) to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares, (iii) the producing, word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light (v) any listing of the circumstances when it (Shares on any securities exchange or in lieu qualification of the Shares for quotation on NASDAQ and any registration thereof the notice referred to in Rule 173(a) under the Securities Act RegulationsExchange Act, (vi) is so deliveredany filing for review of the public offering of the Shares by the NASD, be misleadingincluding the associated reasonable fees and disbursements of counsel for the Underwriters, or in and (vii) the case performance of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the lawCompany's other obligations hereunder; (jo) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplementyou, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission subsequent to the effective date of the Registration Statement and during the period referred to in paragraph (gh) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, 14 or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act RegulationsAct; (mp) Not tonot to sell, offer to sell, contract to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock or warrants or other rights to purchase Common Stock or any other shares of the Company that are substantially similar to Common Stock or permit the registration under the Act of any shares of Common Stock for a period of 180 days after the date hereof (the "Lock-up Period"), without the prior written consent of UBSW, except for (i) the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Stock upon the exercise of outstanding options or warrants as disclosed in the Registration Statement and the Prospectus, such issued Common Stock not to be disposed of by the recipients thereof prior to the expiration of the Lock-up Period and (iii) the issuance of employee stock options not exercisable during the Lock-up Period pursuant to stock option plans described in the Registration Statement and the Prospectus; and (q) to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause Common Stock to be furnished, such documents and take, or cause to be taken, any such other actionslisted for quotation on the National Association of Securities Dealers Automated Quotation National Market System ("NASDAQ").

Certain Covenants. The Company hereby agrees with each Underwriter: (a) That the Company shall cooperate with the Lead Underwriter Subscribers and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such periodand the Company shall cause each of the Constituent Entities to, advise comply with the Lead Underwriter promptly tax reporting requirements of Section 1.351-3 of the Treasury Regulations and not take any proposal to prepare, use, authorize, approve or file any amendment or supplement action inconsistent with the contributions to the Registration Statement, any Issuer Free Writing Prospectus or Company of the Prospectus, shall furnish to Constituent Entities Shares being tax-free capital contributions under Section 351 of the Lead Underwriter for review a copy Internal Revenue Code of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use1986, as amended (the case may be"Code"). The Company shall cause each Constituent Entity to prepare and timely file all income tax returns of such Constituent Entity for all periods when such Constituent Entity was an "S Corporation" within the meaning of Section 1361 of the Code, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the corresponding provisions of Rules 424(b) under any state or local law (beginning on the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the effective date of this Agreement (i) its election to be treated as soon such, as availableset forth on attached Schedule B), copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is that are required to be delivered under filed on or after the Securities Act Regulations which, Closing Date (as defined in the judgment of Contribution Agreement) ("Post-Closing S Corporation Tax Returns"), and the Company or in Subscribers shall pay any and all taxes with respect to such returns. At least fifteen (15) days prior to the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making filing of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the ProspectusPost-Closing S Corporation Tax Return, the Company shall furnish to each Subscriber copies of such tax return for such Subscriber's review, comment and consent, which consent shall not be unreasonably delayed or withheld. With respect to any such return of any such Constituent Entity for any taxable year beginning on or after January 1, 1997 and ending on the Lead Underwriter date preceding the date the Constituent Entities Shares of such Constituent Entity are contributed to the Company (the "S Corporation Termination Date"), the portion of such Constituent Entity's taxable income allocated to such period shall be determined by using the "closing of the books" method. Each party hereto shall, and shall cause its subsidiaries and affiliates to, provide to each of the other parties hereto such cooperation and information as any of them shall reasonably request in the filing of any tax return, amended tax return or claim for review a copy refund or in connection with an audit of each any such proposed amendment return. Such cooperation shall include providing copies of all relevant portions of the return, together with all work papers and other relevant documents and records. Each Subscriber shall make himself or supplementherself, and the Company shall not file make its and the Constituent Entities' employees, reasonably available on a mutually convenient basis at the Company's cost to provide explanation or assistance in connection with any such proposed amendment documents. The Company shall cause each Constituent Entity to retain all tax returns, schedules, work papers and all material records and other documents relating to taxes for all periods of such Constituent Entity ending on or supplement to which before the Lead Underwriter reasonably objects; S Corporation Termination Date until the later of (li) To furnish to the Lead Underwriterexpiration of seven years after the later of the filing or due date for each such tax return or (ii) the expiration of any relevant statute of limitations. The Company shall, and shall cause the Constituent Entities to, not less than two business days before filing with the Commission during the destroy any such returns, schedules, work papers, records or other documents relating to any period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten SecuritiesConstituent Entities ending on or before the S Corporation Termination Date, (B) sell, bid for, purchase or pay anyone (other than without first offering them to the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Subscribers. The Company shall not invest file, or otherwise use shall cause the proceeds received by appropriate Constituent Entity to file, all tax returns required to be filed for all taxable periods ending after the Company from its sale of the Underwritten Securities in such a manner as would require the Company S Corporation Termination Date, and shall pay all taxes required to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided be paid with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsthereto.

Certain Covenants. (i) The Company hereby agrees with each Underwriteragrees: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be reasonably required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those such states or other jurisdictions designated by the Lead Underwriter; that the Company shall comply with as you may designate and to maintain such laws and shall continue such qualifications, registrations and exemptions qualifications in effect so long as required you may reasonably request for the distribution of the Underwritten SecuritiesShares; provided provided, however, that the Company shall not be required to qualify as a foreign corporation entity or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification of the Shares for offer or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat threatening of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That to make available to the Underwriters in New York City, as soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to the Underwriters, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as the Underwriters may request for the purposes contemplated by the Act; in case any Underwriter is required to deliver, in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Rule 415(a)(3) under the Act or Item 512(a) of Regulation S-K under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act or Rule 415(a)(3) under the Act or Item 512(a) of Regulation S-K under the Act, as the case may be; (c) if, at the time this Agreement is executed and delivered, it is necessary for a the Registration Statement or any post-effective amendment to the Registration Statement thereto to be declared effective before the offering of the Underwritten Securities Shares may commencebe sold, the Company will endeavor use its best efforts to cause the Registration Statement or such post-effective amendment to become effective as soon as possible; , and the Company will advise you promptly and, if requested by you, will confirm such advice in writing, (ci) To prepare when the Registration Statement and any such post-effective amendment thereto has become effective, and (ii) if Rule 430A under the Act is used, when the Prospectus in a form approved by the Underwriters and to cause to be transmitted to is filed with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations by means reasonably calculated (which the Company agrees to result file in filing a timely manner in accordance with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-TRules); (d) The Company will furnish on a confidential basis, to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number advise you promptly of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the Prospectusentry of a stop order, (ii) suspending the effectiveness of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectusand, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by if the Commission of any should enter a stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; andStatement, if the Commission shall enter any such stop order at any time, the Company will to use its best efforts to obtain the lifting or removal of such order at the earliest possible momentas soon as possible; the Company shallon a confidential basis, within such period, to advise the Lead Underwriter you promptly of any proposal to prepare, use, authorize, approve or file any amendment amend or supplement to the Registration Statement, any Issuer Free Writing Prospectus Statement or the Prospectus, shall furnish including by filing any documents that would be incorporated therein by reference, and to the Lead Underwriter provide you and Underwriters’ counsel copies of any such documents for review a copy of each proposed amendment or supplement and comment a reasonable amount of time prior to such any proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any no such amendment or supplement or use any such Prospectus to which the Lead Underwriter you shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received object in a timely manner by the Commissionwriting; (he) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of file promptly all reports and any preliminary or definitive proxy or information statement required to be filed by the Company with the Commission or any securities exchange in order to comply with the Exchange Act subsequent to the date of the Prospectus and (iii) such other information for so long as the Lead Underwriter may reasonably request regarding delivery of a prospectus is required in connection with the Companyoffering or sale of the Shares; and to provide you, on a confidential basis, with a copy of such reports and statements and other documents to be filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to promptly notify you of such filing; (if) To if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the Act and pay the applicable fees in accordance with the Act; (g) to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) which would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, subject to promptly Section 4(d) hereof, to prepare and furnish furnish, at the Company’s expense, to the Underwriters copies promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; (h) to make generally available to its security holders, and to deliver to you, an earnings statement of the proposed amendment or supplement before filing any such amendment or supplement with Company (which will satisfy the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request provisions of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light Section 11(a) of the circumstances when it Act) covering a period of twelve months beginning after the effective date of the Registration Statement (or in lieu thereof the notice referred to as defined in Rule 173(a158(c) under the Securities Act RegulationsAct) as soon as is so deliveredreasonably practicable after the termination of such twelve-month period, be misleadingbut in any case not later than March 1, 2006; (i) to furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a consolidated balance sheet and statements of operations, stockholders’ equity and cash flow of the Company and the Subsidiaries for such fiscal year, accompanied by a copy of the certificate or in the case report thereon of any Issuer Free Writing Prospectus, conflict nationally recognized independent certified public accountants duly registered with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the lawPublic Company Oversight Accounting Board); (j) To file promptly with the Commission any amendment or supplement to furnish to you five copies of the Registration Statement, any Free Writing Prospectus or as initially filed with the Prospectus that mayCommission, in the judgment and of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient copies of the Company or foregoing (other than exhibits) for distribution of a copy to each of the Lead Underwriter, be required by the Securities Act or requested by the Commissionother Underwriters; (k) Thatto furnish to you promptly and, prior upon request, to filing each of the other Underwriters for a period of three years from the date of this Agreement (i) copies of any reports, proxy statements, or other communications which the Company shall send to its stockholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly, transition and current reports filed with the Commission on Forms 10-K, 10-Q or 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of documents or reports filed with any amendment or supplement to national securities exchange on which any class of securities of the Registration Statement, any Issuer Free Writing Prospectus Company is listed and (iv) such other information as you may reasonably request regarding the Company or the ProspectusSubsidiaries; provided, however, it is understood and agreed that the Company shall have no obligation to furnish any of the items under this section (k) to the Lead Underwriter for review a copy of each extent such proposed amendment or supplement, and items are available via the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objectsE▇▇▇▇ database; (l) To to furnish to you as early as practicable prior to the Lead Underwritertime of purchase and any additional time of purchase, as the case may be, but not less later than two business days before filing with the Commission during the period referred to in paragraph (g) aboveprior thereto, a copy of any document proposed the latest available unaudited interim and monthly consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be filed with the Commission furnished pursuant to Section 13, 14, or 15(d6(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulationshereof; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities Shares sold by the Company in the manner set forth therein and under the caption "Use of proceeds" in the Prospectus; (n) not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for Common Stock or warrants or other rights to purchase Common Stock or any other securities of the Company that are substantially similar to Common Stock, or file or cause to be declared effective a registration statement under the Act relating to the offer and sale of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or warrants or other rights to purchase Common Stock or any other securities of the Company that are substantially similar to Common Stock for a period of 60 days after the date hereof (the "Lock-Up Period"), without the prior written consent of UBS, except for (i) the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Stock upon the exercise of options or warrants disclosed as outstanding in the Registration Statements and the Prospectus, (iii) the issuance of shares pursuant to the terms and conditions of the Company’s dividend reinvestment and stock purchase plan, and (iv) the issuance of employee stock options not exercisable during the Lock-Up Period pursuant to stock option plans described in the Registration Statement and the Prospectus or the issuance of restricted stock, stock awards or other equity incentives pursuant to the Company’s stock incentive plans described in the Registration Statement and the Prospectus provided that the recipients of such restricted stock, stock awards or other equity incentives are restricted from selling such restricted stock, stock awards or other equity incentives during the Lock-Up Period; provided, however, if (1) during the period that begins on the date that is 15 calendar days plus 3 business days before the last day of the 60-day restricted period and ends on the last day of the 60-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed by this section shall continue to apply until the expiration of the date that is 15 calendar days plus 3 business days after the date on which the issuance of the earnings release or the material news or material event occurs; provided, however, this paragraph will not apply if, within 3 days of the termination of the 60-day restricted period, the Company delivers to UBS Securities LLC a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that the Company's shares of Common Stock are, as of the date of delivery of such certificate, "actively traded securities," as defined in Regulation M under the Exchange Act, 17 CFR 242.101(c)(1). Such notice shall be delivered in accordance with Section 11 of this Agreement. (o) That prior to the time of purchase or any additional time of purchase, as the case may be, to issue no press release or other communication directly or indirectly and hold no press conferences with respect to the Company or any Subsidiary, the financial condition, results of operations, business, properties, assets, or liabilities of the Company or any Subsidiary, or the offering of the Shares, without your prior consent, which shall not invest or otherwise be unreasonably withheld; (p) to use the proceeds received by the Company from its sale best efforts to continue to qualify as a REIT under Sections 856 through 860 of the Underwritten Securities in Code; (q) to use its best efforts to cause the Common Stock to be listed on the New York Stock Exchange and to maintain such a manner as would require the Company to register as an investment company under the Investment Company Actlisting; and (pr) To the extentto maintain a transfer agent and, if any, that any rating provided with respect to necessary under the Underwritten Securities by the applicable rating agency is conditional upon the furnishing jurisdiction of documents or the taking organization of any actions by the Company or any of its affiliates, the Company, shall furnisha registrar for the Common Stock; (s) to pay all costs, expenses, fees and taxes in connection with (a) the preparation and filing of the Registration Statement, the Base Prospectuses, each Pre-Pricing Prospectus, each Prospectus Supplement, the Prospectus and any amendments or cause supplements thereto, and the printing and furnishing of copies of each thereof to be furnishedthe Underwriters and to dealers (including costs of mailing and shipment), such documents (b) the registration, issue, sale and takedelivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or cause delivery of the Shares to be takenthe Underwriters, (c) the producing, word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (d) the qualification of the Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law as aforesaid (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (e) any listing of the Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (f) any filing for review of the public offering of the Shares by the NASD, including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to NASD matters, (g) the fees and disbursements of any transfer agent or registrar for the Shares, (h) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (i) the performance of the Company’s other actionsobligations hereunder.

Certain Covenants. The Company hereby agrees with each Underwriter: (a) That the Company shall cooperate with the Lead Underwriter The Issuer and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions each Co-Issuer agree that any Person, designated in writing by the Lead Underwriter; that the Company shall comply Agent may, upon reasonable prior written notice, consult with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution proper officials of the Underwritten Securities; provided that Issuer or such Co-Issuer at such times during normal business hours and as often as such Person may reasonably request regarding the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension performance of the qualification or registration of (Issuer’s and such Co-Issuer's covenants and agreements contained in this Security Agreement or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts Transaction Documents to obtain the withdrawal thereof at the earliest possible moment;which they are a party. (b) That ifThe Issuer and each Co-Issuer will, at and the time this Agreement is executed Issuer shall cause each Co-Issuer and deliveredSupport Fund to, it is necessary for a post-effective amendment comply in all material respects with all requirements of Law applicable to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commenceIssuer, the Company will endeavor to cause such postCo-effective amendment to become effective as soon as possible;Issuer and Support Fund. (c) To prepare The Issuer agrees to furnish the Prospectus in a form approved by Noteholders copies of each of the Underwriters Transaction Documents and to cause any documents to be transmitted furnished pursuant to the Commission for filing pursuant to Rule 424(b) terms of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to Transaction Documents and such Rule; which Prospectus other information and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished documents relating to the Underwriters will be identical to Notes and the version transmitted to Collateral as the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T;Agent may reasonably request. (d) The Company Issuer and each Co-Issuer will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required pay or cause to be delivered under the Securities Actpaid all present and future recording and filing fees, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated all legal, financial and miscellaneous out-of-pocket expenses and costs incurred by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any postCo-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or useIssuers, as the case may be, in connection with the negotiation of and consummation of the transactions contemplated by this Security Agreement and the Company issuance and sale of its Note. The Issuer and such Co-Issuers further agree that they will not preparepay or cause to be paid, usepromptly upon demand, authorizeany reasonable out of pocket expense incurred by the Agent in connection with the making of amendment to, approveor the giving of any release, refer consent or waiver in respect of, this Security Agreement and any document executed pursuant hereto or thereto affecting its Note, including the reasonable fees and disbursements of counsel for the Noteholders in connection therewith. The obligations of the Issuer and such Co-Issuers under the preceding sentences shall be subject to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter priority of distributions set forth in Section 14.1 hereof and shall reasonably object; additionallysurvive the termination of this Security Agreement, the Company agrees that transfer of any Note or portion thereof or interest therein by a Noteholder and the payment of such Note. (e) Each Co-Issuer will promptly add to the Schedule of Assets attached as Schedule II to the related Security Agreement Supplement, a description of and required information pertaining to each separate and identifiable Asset in which such Co-Issuer has ownership rights but which was not listed thereon at a Funding Date (whether or not it shall was in existence on a Funding Date). (f) Each Co-Issuer will promptly following the acquisition of an Asset (or Release of an Asset) or upon the loss or sale of an Asset by such Co-Issuer, update the schedules and exhibits attached to the Transaction Documents, with copies to the Agent. (g) The Issuer, each Co-Issuer and each Support Fund will comply with the terms and provisions of Rules 424(b) under the Securities Act its respective Organizational Documents and will use not take any action which it is prohibited from taking under its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission;respective Organizational Documents. (h) To furnish The Issuer and each Co-Issuer will maintain, or be a subject insured party under, insurance of the type that is customarily maintained by business entities of the same type and scale as the Issuer or such Co-Issuer, as the case may be. All such insurance is primary coverage and all premiums therefore due have been paid in full. Schedule I sets forth an accurate and complete list of all certificates of insurance, binders for insurance policies and insurance maintained by the Issuer or under which the Issuer is the beneficiary of coverage. The Issuer and each Co-Issuer shall (and shall cause each Support Fund to) maintain, or cause the Manager to maintain, with financially sound insurers with an S&P Credit Rating of not less than “BBB-" and with a claims-paying ability rated not less than “A:VIII” by A.M. Best's Key Rating Guide, insurance coverages customary for business operations of the type conducted in respect to the Lead Underwriter for transactions contemplated by the Transaction Documents and the Assets held or maintained by it. The Issuer and each Co-Issuer shall annually provide to the Agent evidence reasonably satisfactory to the Agent (which may be by covernote) that the insurance required to be maintained by each such Co-Issuer, the Issuer and each Support Fund hereunder is in full force and effect, by not later than December 31 of each calendar year. Each Co-Issuer and the Issuer shall notify provide written notice to the Agent within 5 Business Days of knowledge thereof, of any default, breach or condition which with the giving of notice or lapse of time, would constitute a period default or breach, of five years from the date of this Agreement any insurance policy. (i) For so long as soon any of the Notes remain Outstanding, neither the Issuer nor any Co-Issuer will (x) merge or consolidate with or into any other entity or engage in any other business combination with any other entity or (y) sell or transfer all or substantially all of its assets other than in conformity with the Transaction Documents. (j) The Issuer and each Co-Issuer shall notify the Agent of any litigation in which the Issuer, such Co-Issuer or any Support Fund, as availablethe case may be, copies is a party, promptly, but in any event no later than 3 Business Days, upon the Issuer’s or such Co-Issuer's receipt of notice of the filing of such litigation, in writing by delivery by a reputable courier service or by registered mail (return receipt requested), all annualcharges prepaid. (k) The Issuer and each Co-Issuer shall execute and deliver to the Agent all such documents and instruments and do all such other acts and things as may be necessary or reasonably required by the Agent to enable the Agent to exercise and enforce their respective rights under the Transaction Documents, and record and file and rerecord and refile all such documents and instruments, at such time or times, in such manner and at such place or places, all as may be necessary or required by the Agent to validate, preserve, perfect and protect the position of the Agent under the Security Agreement provided no such action shall be inconsistent with the Security Agreement or contrary to instructions of the Agent. (l) The Issuer shall cause to be delivered to the Agent (i) within 45 days following the end of each fiscal quarter of the Issuer both (a) quarterly reports including a cash flow report of the Issuer, a certification of the Issuer that the Issuer and current reports each Co-Issuer has complied with each covenant under this Agreement, as applicable, or other communications supplied to holders approved by, the Agent, and (b) quarterly unaudited balance sheets, statements of Underwritten Securitiesincome, retained earnings and a cash flow report of Issuer; (ii) as soon as practicable after within 90 days following the filing thereofend of each fiscal year of the Issuer, copies annual audited consolidated balance sheets, statements of all reports filed by income, retained earnings and a cash flow report of the Company with the Commission or any securities exchange Issuer; (iii) annual confirmations of renewal of insurance policies and (iiiiv) such other information regarding the Collateral and the Issuer or any Co-Issuer as the Lead Underwriter Agent may reasonably request regarding request. All financial reports required pursuant to this paragraph shall contain a schedule allocating by Co-Issuer the Company; (i) To advise the Lead Underwriter promptly consolidated information of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, 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, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations;Issuer. (m) Not toThe Support Fund shall continue to maintain, in accordance with sound business practices, books of account, minute books and to use its best efforts to cause its officersother records of such entity which books shall reflect all limited liability company action taken by the directors, directors managers and affiliates not tomembers, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, Support Fund (including any action designed to stabilize or manipulate the price of any security of the Companytaken by consent without a meeting); and no such meeting, or limited liability company or corporate action will be taken for which may cause such minutes or result in, or which might other appropriate record are not prepared and maintained in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities;such minute books. (n) That Each Co-Issuer shall, or shall cause the Company will comply with all Manager to, notify the Agent in writing within thirty (30) Business Days if it knows that any material application or registration relating to any Asset (now or hereafter existing) has become abandoned, dedicated to the public domain, invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such final determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, similar offices or agencies in any foreign countries in which Assets are located or any court but excluding any non-final determinations of the provisions United States Patent and Trademark Office or any similar office or agency in any such foreign country) regarding any Co-Issuer’s or any Support Fund’s ownership of any undertakings in Assets, its right to register the Registration Statement same, or to keep and apply maintain the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus;same. (o) That If any Co-Issuer, or the Company Manager, either itself or through any agent, employee, licensee or designee, shall not invest file an application for the registration of any Asset with the United States Patent and Trademark Office, the United States Copyright Office or otherwise use the proceeds received any similar office or agency in any foreign country in which Assets are located, such Co-Issuer or Manager shall, by the Company from its sale end of the Underwritten Securities fiscal quarter in which such a manner as would require filing occurred, (i) give the Company Agent written notice thereof and (ii) upon request of the Agent, shall execute and deliver all instruments and documents, and take all further action, that the Agent may reasonably request in order to register as an investment company under continue, perfect or protect the Investment Company Act; andsecurity interest granted hereunder in the United States or any foreign country. (p) To In the extent, if any, event that any rating Asset is infringed upon, misappropriated or diluted by a third party in any material respect, the Co-Issuer shall present cause these findings to be presented in the Manager Report. The applicable Co-Issuer shall take all reasonable and appropriate actions, at its reasonable expense, to protect or enforce such Asset, including suing for infringement, misappropriation or dilution and for an injunction against such infringement, misappropriation or dilution; provided that the applicable Co-Issuer shall deliver written notice to the Agent of such determination and upon the Agent’s written request shall promptly provide, in reasonable detail, the basis for such determination. (q) The Issuer, each Co-Issuer and each Support Fund, as applicable, will, promptly following the acquisition of an Asset, terminate any existing management agreement, effective as of the applicable Funding Date, and shall enter into a new Management Agreement. (r) Each Co-Issuer shall take all appropriate actions in accordance with all applicable requirements of Law with respect to the Underwritten Securities Licenses, and in accordance with the terms of the Licenses, to ensure (i) the ownership of the Licenses by the applicable rating agency is conditional upon Co-Issuer and (ii) that the furnishing consummation of documents the transactions contemplated hereby will not alter or impair any of the Licenses or the taking ability of any actions Co-Issuers to continue to do business in the same way as prior to the applicable Funding Date. (s) Each of the Co-Issuers agrees that they shall (and shall cause the Manager to) (w) maintain their rights in and to the Assets, including all applicable registrations and applications, in all material respects, (w) with respect to application or registration and shall, to the extent required by applicable law, diligently prosecute each application for trademark registration and maintain registrations of such Trademarks, including, to the Company extent required by applicable law, timely paying necessary examination, maintenance and renewal fees, (x) use, and ensure that all licensed users of the Assets use, proper statutory notice in connection with its use of each item of Intellectual Property of its portion of the Assets, including maintaining the quality of any and all products or services used or provided in connection with any of its affiliatesthe Trademarks included in the Assets, consistent with the Companyquality of the products and services as the applicable Funding Date, shall furnishand taking all steps necessary to ensure that all licensed users of any of such Trademarks use such consistent standards of quality and (z) not do any act, or omit to do any act, whereby any portion of the Assets may expire prematurely or become abandoned or invalid. (t) Neither the Issuer nor the applicable Co-Issuer shall take any action which shall cause the factual assumptions identified in the opinion letter delivered by ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ on any Funding Date with respect to certain bankruptcy matters to no longer be furnished, such documents true and take, or cause accurate with respect to be taken, any such other actionsthe Issuer and the Co-Issuer identified therein.