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

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

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

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, Guarantor jointly and severally, severally represent and warrant to, and agree with, each Underwriter of the Underwriters that: (a) A registration statement in respect of the Securities (No. 333-____)333-125193, including a prospectus relating which also constitutes [Post-Effective Amendment No. 1] to the Securities, Company’s and the Guarantor’s prior registration statement No. 333-88542) has been filed with the Securities and Exchange Commission (the "“Commission") ”); such registration statement and has become effective. Such any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statement, as amended at but including all documents incorporated by reference in the time prospectus contained therein, to the Representatives for each of any Terms Agreement referred to the other Underwriters, have been declared effective by the Commission in Section 3such form; other than a registration statement, is hereinafter referred to as if any, increasing the "size of the offering (a “Rule 462(b) Registration Statement"”), and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations"462(b) under the Securities Act of 1933, as amended (the "“Act"”), which became effective upon filing, no other document with respect to such registration statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission; and no stop order suspending the effectiveness of such registration statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act, being hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, including all material exhibits thereto and the documents incorporated by reference thereinin the prospectus contained in the registration statement at the time such part of the registration statement became effective, is but excluding Forms T-1, each as amended at the time such part of the registration statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, being herein collectively called the “Registration Statement”; the prospectus relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter referred called the “Prospectus”; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the "case may be; any reference to an amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus". , as the case may be, under the Securities Exchange Act of 1934, as amended (bthe “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Guarantor filed pursuant to Section 13(a) On or 15(d) of the Exchange Act after the effective date of the registration statement relating Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the SecuritiesProspectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Designated Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such registration statement filing); (b) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act")applicable, and the Rules rules and Regulations regulations of the Commission thereunder, and did not include any none of such documents contained an untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus, and on when such documents become effective or are filed with the date of Commission, as the Terms Agreement referred to in Section 3case may be, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act or the Exchange Act, the Trust Indenture Act as applicable, and the Rules rules and Regulations, regulations of the Commission thereunder and neither of such documents will include any not contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, except that the foregoing representations do not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use therein.; (c) Each document filed by The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus and any Rule 462(b) Registration Statement will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1933, as amended (the “Trust Indenture Act”) and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities; (d) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material change in the capital stock of the Company or the Guarantor (other than changes in treasury stock within limits, or pursuant to the Exchange Act which is employee plans, disclosed or incorporated by reference in the Prospectus) or long-term debt of the Guarantor and its subsidiaries, including the Company, considered as a whole or any material adverse change, or any development known to the Company or the Guarantor involving a prospective material adverse change, in or affecting the financial position, shareowners’ equity or results of operations of the Guarantor and its subsidiaries, including the Company, considered as a whole, otherwise than as set forth or contemplated in the Prospectus complied (including the documents incorporated therein); (e) The Guarantor has been duly incorporated and is validly existing as a corporation in good standing, under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership and leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the financial condition, shareowners’ equity or results of operations of the Guarantor and its consolidated subsidiaries taken as a whole (a “Material Adverse Effect”). Each subsidiary of the Guarantor set forth on Exhibit 21 to the Guarantor’s most recent Annual Report on Form 10-K and the Company (each, a “Principal Subsidiary” and collectively, the “Principal Subsidiaries”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own its properties and to conduct its business and has been duly qualified as a foreign corporation for the transaction of business and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership and leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interests of each Principal Subsidiary of the Guarantor has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Guarantor directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except for such security interests, mortgages, pledges, liens, encumbrances, claims or equities that are immaterial to the Guarantor and its subsidiaries taken as a whole; (f) The Guarantor has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Guarantor have been duly and validly authorized and issued and are fully paid and non-assessable; (g) The Securities have been duly authorized, and, when so Designated Securities are issued and delivered pursuant to this Agreement and the Pricing Agreement with respect to such Designated Securities, such Designated Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; the Indenture has been duly authorized by the Company and the Guarantor and duly qualified under the Trust Indenture Act and at each Time of Delivery for such Designated Securities (as defined in Section 4 hereof), the Indenture will have been duly executed and delivered by the Company and the Guarantor and will constitute a valid and legally binding instrument of the Company and the Guarantor, enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and will be substantially in the form filed as an exhibit to the Registration Statement; the Indenture conforms, and the Designated Securities will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented with respect to such Designated Securities; and this Agreement and the Pricing Agreement relating to the Designated Securities have been duly authorized, executed and delivered by the Company and the Guarantor; (h) The Guarantee has been duly and validly authorized by the Guarantor and, when duly endorsed by the Guarantor on the Designated Securities which are issued, executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture against payment therefor as provided in this Agreement and the Pricing Agreement relating to the Designated Securities, such Guarantee will have been duly executed and delivered and will constitute a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights; and the Guarantee, when endorsed on the Designated Securities by the Guarantor, will conform in all material respects to the description thereof contained in the Final Memorandum. (i) The issue and sale of the Securities, the Designated Securities and the compliance by the Company and the Guarantor with all of the Securities Exchange Act provisions of 1934the Securities, as amended (the "Exchange Act")Indenture, this Agreement and any Pricing Agreement, and the rules consummation of the transactions herein and regulations thereundertherein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or the Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound or to which any of the property or assets of the Company or the Guarantor is subject, other than such as would not reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company and each documentthe Guarantor to comply with the Securities, if anythe Indenture, hereafter filed the Agreement or any Pricing Agreement; nor will such action result in any violation of the provisions of the Certificate of Incorporation, as amended, or the By-Laws of the Company and so incorporated the Guarantor nor will any such action result in a violation of any statute or any order, rule or regulation of any court or governmental agency or body in the United States having jurisdiction over the Guarantor or any of its subsidiaries, including the Company, or any of its properties other than such as would not reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company and the Guarantor to comply with the Securities, the Indenture, this Agreement or any Pricing Agreement (except to the extent that the issue and sale of the Securities as contemplated by reference this Agreement and the distribution of the Securities by the Underwriters may result in violations of state securities or Blue Sky laws); and except as set forth in the Registration Statement or the Prospectus, no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body having jurisdiction over the Company or the Guarantor is required for the issue and sale of the Securities or the consummation by the Company and the Guarantor of the other transactions contemplated by this Agreement or any Pricing Agreement or the Indenture, except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities as contemplated by this Agreement and any Pricing Agreement and the distribution of the Securities by the Underwriters; (j) There are no legal or governmental proceedings pending to which the Guarantor or any of its subsidiaries, including the Company, is a party or of which any property of the Guarantor or any of its subsidiaries, including the Company, is the subject, other than as set forth in the Prospectus (and other than documents incorporated those which individually or in the aggregate will not have a Material Adverse Effect; and, to the best of the Company’s or the Guarantor’s knowledge, no such proceedings are contemplated by reference therein relating solely governmental authorities; and (k) Deloitte & Touche LLP, who have audited certain financial statements of the Guarantor and its subsidiaries, including the Company, are, to securities other than the Securities) will comply when so filed in all material respects with best of the Exchange Company’s knowledge, independent registered public accountants as to the Guarantor and its subsidiaries, including the Company, as required by the Act and the rules and regulations of the Commission thereunder. (l) The audited financial statements, and the related notes thereto, included or incorporated by reference in the Registration Statement and the Prospectus present fairly the consolidated financial position of the Guarantor and its subsidiaries and its results of operations and consolidated cash flows, as of the dates and for the periods indicated, and said financial statements have bee

Representations and Warranties of the Company and the Guarantor. The --------------------------------------------------------------- Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, each Underwriter of the several Underwriters that: (a) A registration statement (No. 333-____)The Registration Statement has been declared effective by the Commission and no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings for that purpose have been instituted or are pending or, including a prospectus relating to the Securitiesknowledge of the Company or the Guarantor, are contemplated by the Commission, and any request on the part of the Commission for additional information has been filed complied with the Securities and Exchange Commission (the "Commission") and has become effectiveor withdrawn. Such registration statement, as amended at the time of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Registration Statement", The Company and the prospectus included in such Guarantor meet the requirements for use of Form S-3 under the Act and on the original effective date of the Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") under the Securities Act of 1933, as amended (the "Act"), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". (b) On on the effective date of the registration statement relating to most recent post-effective amendment thereto, if any, and on the Securitiesdate of the filing by the Company and the Guarantor of any annual report on Form 10-K after the original filing of the Registration Statement, such registration statement conformed or, if later, any amendment thereto, the Registration Statement complied in all material respects to with the requirements of the ActAct and the rules and regulations of the Commission thereunder (the "Regulations"), the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the Rules rules and Regulations regulations of the Commission under the Trust Indenture Act (the "Trust Indenture Act Regulations") and did not include any contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; on the date hereof and at the Closing Date (as defined below), (A) the Registration Statement and any amendments and supplements thereto, comply and will comply in all material respects with the requirements of the Act, the Regulations, the Trust Indenture Act and the Trust Indenture Act Regulations, (B) neither the Registration Statement nor any amendment or supplement thereto includes or will include an untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and (C) neither any Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto includes or will include an untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements therein, and on in the date light of the Terms Agreement referred circumstances under which they were made, not misleading; provided, however, that the Company and the Guarantor make no representation or warranty as to statements or omissions made in Section 3reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by or on behalf of any Underwriter, directly or through you, expressly for use in the Registration Statement and or the Prospectus Prospectus, or as to statements in the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee filed as an exhibit to the Registration Statement. At the Closing Date, the Indenture will conform comply in all material respects to with the requirements of the Act, the Trust Indenture Act and the Rules Trust Indenture Act Regulations. (b) The documents incorporated by reference in the Registration Statement and the Prospectus, at the time they were filed or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder (the "Exchange Act Regulations"), and neither of such documents when read together with the other information in the Prospectus, do not and will not, on the date hereof and at the Closing Date, include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, except that the foregoing representations do not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use therein. (c) The Guarantor and each of its Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X promulgated under the Act) have been duly organized and are validly existing as companies with limited liability or corporations, as the case may be, in good standing under the laws of their respective jurisdictions of incorporation. The Guarantor and its Significant Subsidiaries (including the Company) are duly qualified to transact business as foreign corporations and are in good standing (with respect to jurisdictions that recognize such concept) under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), business, net worth or results of operations of the Guarantor and its Significant Subsidiaries (including the Company), considered as a whole (a "Material Adverse Effect"). The Guarantor and each of its Significant Subsidiaries (including the Company) has full power (corporate and other) to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus or, if the Prospectus is not in existence, the most recent Preliminary Prospectus; and the Company and the Guarantor have full power (corporate and other) to enter into this Agreement, the Indenture and the Supplemental Indenture and to carry out all the terms and provisions hereof and thereof to be carried out by them. (d) Each document of the Guarantor and its insurance subsidiaries (including insurance holding companies) is duly registered, licensed or admitted as an insurer or an insurance holding company (if applicable) in each jurisdiction where it is required to be so licensed or admitted to conduct its business as presently conducted, except where the failure to be so registered, licensed or admitted would not result in a Material Adverse Effect; and each of the Guarantor and its insurance subsidiaries (including insurance holding companies) have filed all reports, documents or other information required to be filed under such statutes and regulations, except where the failure to file would not result in a Material Adverse Effect. (e) The Guarantor has an authorized, issued and outstanding capitalization as set forth in the Prospectus or, if the Prospectus is not in existence, the most recent Preliminary Prospectus in the column entitled "Actual" under the caption "Capitalization," except for subsequent issuances thereof, if any, pursuant to employee benefit plans or upon the conversion of convertible securities and except for repurchases of capital stock pursuant to repurchase programs approved by the Guarantor's board of directors. All of the issued shares of capital stock of the Guarantor have been duly authorized and validly issued and are fully paid and nonassessable. The issued shares of capital stock of each of the Guarantor's Significant Subsidiaries (including the Company) have been duly authorized and validly issued, are fully paid and nonassessable and are, directly or indirectly, owned of record and beneficially by the Guarantor, free and clear of any security interests, liens, encumbrances, equities or claims, except as described in or contemplated by the Prospectus or, if the Prospectus is not in existence, the most recent Preliminary Prospectus. No holder of securities has the right to require the Company or the Guarantor, as the case may be, to register such holder's securities under the Act in connection with the Registration Statement and the public offering contemplated by this Agreement. (f) The Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor and, assuming due authorization, execution and delivery by the Trustee, constitutes the legal, valid and binding agreement of each of the Company and the Guarantor, enforceable against each of them in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Supplemental Indenture has been duly authorized by each of the Company and the Guarantor and, as of the Closing Date, will have been duly executed and delivered by each of the Company and the Guarantor and, assuming due authorization, execution and delivery by the Trustee, will constitute, the legal, valid and binding agreement of each of the Company and the Guarantor, enforceable against each of them in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Indenture has been qualified under the Trust Indenture Act and, as of the Closing Date, the Indenture, as supplemented by the Supplemental Indenture, will be duly qualified under the Trust Indenture Act. (g) The issuance, execution and delivery of the Securities have been duly authorized by the Company pursuant and, as of the Closing Date, the Securities will have been duly executed and delivered by the Company and, assuming due authentication by the Trustee, will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be entitled to the Exchange Act which benefits of the Indenture. (h) The issuance and delivery of the Guarantee have been duly authorized by the Guarantor and, as of the Closing Date, the Guarantee, when issued and delivered in the manner provided for in the Indenture, will constitute the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture. (i) This Agreement has been duly authorized, executed and delivered by each of the Company and the Guarantor. (j) The statements set forth under the headings "Description of the Senior Notes" and "Description of the Senior Notes and the MRM Senior Note Guarantees" in the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus) are complete and accurate in all material respects. (k) The consolidated financial statements and schedules of the Guarantor and its consolidated subsidiaries (including the financial information regarding the Company included in the notes thereto) included or incorporated by reference in the Registration Statement and the Prospectus complied when so filed (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus) fairly present in all material respects with the Securities Exchange Act financial position of 1934, as amended the Guarantor and its consolidated subsidiaries (including the "Exchange Act"), Company) and the rules results of operations and regulations thereunder, cash flows as of the dates and each documentperiods therein specified. Such financial statements and schedules have been prepared in accordance with United States generally accepted accounting principles consistently applied throughout the periods involved. The selected financial data and the summary financial data, if any, hereafter filed in the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus) fairly present in all material respects, on the basis stated in the Prospectus (or such Preliminary Prospectus), the information included therein and so such financial data has been compiled on a basis consistent with the audited consolidated financial statements included or incorporated by reference in the Prospectus Registration Statement. (other than documents l) Ernst & Young, who have certified the consolidated financial statements of the Guarantor and its consolidated subsidiaries and delivered its report with respect to the audited consolidated financial statements and schedules included or incorporated by reference therein relating solely to securities other than in the Securities) will comply when so filed Registration Statement and the Prospectus (or, if the Prospectus is not in all material respects with existence, the most recent Preliminary Prospectus), are independent public accountants as required by the Act, the Regulations, the Exchange Act and the rules Exchange Act Regulations. (m) No legal or governmental proceedings are pending to which the Guarantor or any of its subsidiaries (including the Company) is a party or to which the property of the Guarantor or any of its subsidiaries (including the Company) is subject that are required to be described in the Registration Statement or the Prospectus and regulations thereunderare not described therein (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus), and, to the knowledge of the Company or the Guarantor, no such proceedings have been threatened against the Guarantor or any of its subsidiaries (including the Company) or with respect to any of their respective properties; and no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus) or filed as required. (n) The execution and delivery of this Agreement, the Indenture and the Supplemental Indenture, the issuance, offering and sale of the Securities and the Guarantee to the Underwriters pursuant to this Agreement and the use of proceeds as described in the Prospectus, the compliance by the Company and the Guarantor with the provisions of this Agreement, the Securities, the Indenture and the Supplemental Indenture and the consummation of the transactions herein and therein contemplated do not (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority or any court, domestic or foreign, except such as have been obtained and such as may be required under state securities or blue sky laws, or (ii) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or give rise to any right to accelerate the maturity or require the prepayment of any indebtedness or the purchase of any capital stock under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Guarantor or any of its subsidiaries (including the Company) under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Guarantor or any of its subsidiaries (including the Company) is a party or by which the Guarantor or any of its subsidiaries (including the Company) or any of their respective assets, properties or operations is subject (except for any conflict, breach, violation, default, right, requirement, creation or imposition that, singly or in the aggregate, would not have a Material Adverse Effect), or the charter documents or by-laws of the Guarantor or any of its subsidiaries (including the Company), or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Guarantor or any of its subsidiari

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

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

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

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

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, Guarantor jointly and severally, severally represent and warrant to, and agree with, to each Underwriter that: (a) A registration statement The Registration Statement has become effective (No. 333-____other than any Rule 462(b) Registration Statement to be filed by the Company and the Guarantor after the effectiveness of this Agreement); any Rule 462(b) Registration Statement filed after the effectiveness of this Agreement will become effective no later than 10:00 P.M., New York City time, on the date of this Agreement; and no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (i) The Registration Statement (other than any Rule 462(b) Registration Statement to be filed by the Company and the Guarantor after the effectiveness of this Agreement), including when it became effective, did not contain and, as amended, if applicable, will not contain any untrue statement of a prospectus relating material fact or omit to state a material fact required to be stated therein or necessary to make the Securitiesstatements therein not misleading, has been (ii) the Registration Statement (other than any Rule 462(b) Registration Statement to be filed with by the Securities Company and Exchange Commission (the "Commission"Guarantor after the effectiveness of this Agreement) and has become effective. Such registration statementthe Prospectus comply and, as amended at or supplemented, if applicable, will comply in all material respects with the time Act, (iii) if the Company and the Guarantor are required to file a Rule 462(b) Registration Statement after the effectiveness of this Agreement, such Rule 462(b) Registration Statement and any amendments thereto, when they become effective (A) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (B) will comply in all material respects with the Act and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company and the Guarantor in writing by such Underwriter through you expressly for use therein. (c) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any Terms Agreement referred amendment thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in Section 3all material respects with the Act, is hereinafter referred and did not contain an untrue statement of a material fact or omit to as state a material fact required to be stated therein or necessary to make the "Registration Statement"statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in any preliminary prospectus based upon information relating to any Underwriter furnished to the Company and the Guarantor in writing by such Underwriter through you expressly for use therein. (d) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries on the one hand, and the prospectus included directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries on the other hand, which is required by the Act to be described in the Registration Statement or Prospectus which is not so described. (e) Each of the Company and its subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to carry on its business as described in the Prospectus and to own, lease and operate its properties, and each is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. (f) All the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights. (g) All of the outstanding shares of capital stock of each of the Company's subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable, and are owned by the Company, directly or indirectly through one or more subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature (each, a "Lien"), except as provided under the Lucent Financing Documents. The Company does not, directly or indirectly, own any capital stock or other equity securities or interests in any entity other than those described in Exhibit 21.1 to the Registration Statement. (h) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as supplemented (A) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (B) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (i) The Warrants have been duly authorized by the Company and, on the Closing Date, will have been validly executed and delivered by the Company. When the Warrants have been executed and countersigned in accordance with the provisions of the Warrant Agreement and delivered to and paid for by the Underwriters as contemplated part of a Unit, the Warrants will be entitled to the benefits of the Warrant Agreement, and the Warrants will be valid and binding obligations of the Company, enforceable in accordance with their terms except as (A) the enforceability thereof may be limited by Section 3 bankruptcy, insolvency or similar laws affecting creditors' rights generally and (B) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (j) The Warrant Shares have been duly and validly authorized for issuance by the Company and, when issued pursuant to reflect the terms of the Securities Warrants and the terms of offering thereofWarrant Agreement, as first filed with the Commission pursuant will be fully paid, non-assessable and not subject to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") under the Securities Act of 1933, as amended (the "Act"), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus"any preemptive or similar rights. (bk) On the effective date of the registration statement relating to the Securities, such registration statement conformed in all material respects to the requirements of the Act, The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and has been duly authorized, executed and delivered by the Rules Company and Regulations the Guarantor and did is a valid and binding agreement of the Company and the Guarantor, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (B) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (l) The Notes have been duly authorized and, on the Closing Date, will have been validly executed and delivered by the Company and the Guarantor. When the Notes have been executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, the Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company and the Guarantor, enforceable in accordance with their terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (B) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (m) The Company has duly and validly authorized the issuance of the Notes and the Warrants as Units. (n) The Securities conform as to legal matters to the description thereof contained in the Prospectus. (o) Neither the Company nor any of its subsidiaries is in violation of its respective certificate of incorporation or by-laws or in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective property is bound. (p) The execution, delivery and performance of this Agreement, the Indenture, the Warrant Agreement and the Securities by the Company and the Guarantor, the compliance by the Company and the Guarantor with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not include (i) require any untrue statement consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states), (ii) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the certificate of incorporation or by-laws of the Company or any of its subsidiaries or any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material fact to the Company and its subsidiaries, taken as a whole, to which the Company or omit any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective property is bound, (iii) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Company, any of its subsidiaries or their respective property, (iv) result in the imposition or creation of (or the obligation to state create or impose) a Lien under any material fact agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective property is bound or (v) result in the suspension, termination or revocation of any Authorization (as defined below) of the Company or any of its subsidiaries or any other impairment of the rights of the holder of any such Authorization. (q) There are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is or could be a party or to which any of their respective property is or could be subject that are required to be stated therein described in the Registration Statement or the Prospectus and are not so described; nor are there any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (r) Neither the Company nor any of its subsidiaries has violated any foreign, federal, state or local law or regulation relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), any provisions of the Employee Retirement Income Security Act of 1974, as amended, or any provisions of the Foreign Corrupt Practices Act or the rules and regulations promulgated thereunder, except for such violations which, singly or in the aggregate, would not have a material adverse effect on the business, prospects, financial condition or results of operation of the Company and its subsidiaries, taken as a whole. (s) Each of the Company and its subsidiaries has such permits, licenses, consents, exemptions, franchises, authorizations and other approvals (each, an "Authorization") of, and has made all filings with and notices to, all governmental or regulatory authorities and self-regulatory organizations and all courts and other tribunals, including, without limitation, under any applicable Environmental Laws, as are necessary to own, lease, license and operate its respective properties and to conduct its business, except where the failure to have any such Authorization or to make any such filing or notice would not, singly or in the statements therein not misleadingaggregate, and have a material adverse effect on the date business, prospects, financial condition or results of operations of the Terms Company and its subsidiaries, taken as a whole. Each such Authorization is valid and in full force and effect and each of the Company and its subsidiaries is in compliance with all the terms and conditions thereof and with the rules and regulations of the authorities and governing bodies having jurisdiction with respect thereto; and no event has occurred (including, without limitation, the receipt of any notice from any authority or governing body) which allows or, after notice or lapse of time or both, would allow, revocation, suspension or termination of any such Authorization or results or, after notice or lapse of time or both, would result in any other impairment of the rights of the holder of any such Authorization; and such Authorizations contain no restrictions that are burdensome to the Company or any of its subsidiaries; except where such failure to be valid and in full force and effect or to be in compliance, the occurrence of any such event or the presence of any such restriction would not, singly or in the aggregate, have a material adverse effect on the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. (t) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any Authorization, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a material adverse effect on the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. (u) This Agreement referred has been duly authorized, executed and delivered by the Company and the Guarantor. (v) KPMG LLP are independent public accountants with respect to the Company and its subsidiaries as required by the Act. (w) The consolidated financial statements included in Section 3, the Registration Statement and the Prospectus will conform (and any amendment or supplement thereto), together with related schedules and notes, present fairly the consolidated financial position, results of operations and changes in all material respects to the requirements financial position of the ActCompany and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; the Trust Indenture Act and supporting schedules, if any, included in the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact Registration Statement present fairly in accordance with generally accepted accounting principles the information required to be stated therein or necessary to make therein; and the statements therein (other financial and statistical information and data set forth in the case Registration Statement and the Prospectus (and any amendment or supplement thereto) are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company. (x) Neither the Company nor the Guarantor is or, after giving effect to the offering and sale of the Units and the application of the proceeds thereof as described in the Prospectus, will be, an "investment company" as such term is defined in light the Investment Company Act of the circumstances under which they were made) not misleading1940, except that the foregoing representations do not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use thereinas amended. (cy) Each document filed by Except as disclosed in the Registration Statement there are no contracts, agreements or understandings between the Company pursuant or Guarantor and any person granting such person the right to require the Exchange Company or Guarantor to file a registration statement under the Act which is incorporated by reference in the Prospectus complied when so filed in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in the Prospectus (other than documents incorporated by reference therein relating solely respect to securities other than the Securities) will comply when so filed in all material respects with the Exchange Act and the rules and regulations thereunder.

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, to each Underwriter thatof the Underwriters as follows: (a) A registration statement (No. 333-____), including a prospectus relating to the Securities, has been filed with the Securities and Exchange Commission (the "Commission") and has become effective. Such An “automatic shelf registration statement, ” as amended at the time of any Terms Agreement referred to defined in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") 405 under the Securities Act of 1933, as amended (the "“Act"”), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". on Form S-3 (bFile No. 333-270011) On the effective date in respect of the registration statement relating Notes and the Guarantees, including a form of prospectus (the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the Securitiesdate hereof, such registration statement conformed in all material respects to conformity with the requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of the Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, except that the foregoing representations do not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter specifically for use therein. (c) Each document filed by the Company pursuant to the Exchange Act which is incorporated by reference in the Prospectus complied when so filed in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in the Prospectus (other than documents incorporated by reference therein relating solely to securities other than the Securities) will comply when so filed in all material respects with the Exchange Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder. The Company and the transactions contemplated by this Agreement meet the requirements of, and comply with the conditions for the use of, an automatic shelf registration statement on Form S-3 under the Act. Such registration statement, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act, is herein referred to as the “Registration Statement” and became effective under the Act upon filing with the Commission. No post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. As used herein, the term “Prospectus” means the prospectus in the form first used to confirm sales of the Notes and the Guarantees and filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 4(a) hereof. The Base Prospectus, as supplemented by each preliminary prospectus supplement relating to the Notes and the Guarantees filed with the Commission pursuant to Rule 424(b) under the Act, is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission and incorporated by reference therein prior to the termination of the offering of the Notes by the Underwriters.

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

Representations and Warranties of the Company and the Guarantor. The Each of the Company and the Guarantor, jointly and severally, represent represents and warrant to, warrants to each Underwriter and agree with, each the Independent Underwriter that: (a) A registration statement (No. 333-____), including a No order preventing or suspending the use of any preliminary prospectus relating to the Securities, has been filed with issued by the Securities Commission, and Exchange Commission (the "Commission") and has become effective. Such registration statementeach preliminary prospectus, as amended at the time of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering filing thereof, as first filed complied in all material respects with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") under the Securities Act and did not contain any untrue statement of 1933, as amended (a material fact or omit to state a material fact required to be stated therein or necessary in order to make the "Act"), including all material incorporated by reference statements therein, is hereinafter referred in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor the Guarantor makes any representation and warranty with respect to as any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the "Prospectus"Company in writing by such Underwriter through the Representative expressly for use in any preliminary prospectus or that constitutes a reference to the Independent Underwriter consented to by it pursuant to Section 7 hereof. (b) On The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission; and as of the applicable effective date of the registration statement relating as to the SecuritiesRegistration Statement and any amendment thereto, such registration statement conformed the Registration Statement complied and will comply in all material respects to with the requirements of the Act, Securities Act and the Trust Indenture Act of 1939, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Trust Indenture Act"”), and the Rules and Regulations and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, ; and on as of the date of the Terms Agreement referred to in Section 3Prospectus and any amendment or supplement thereto and as of the Closing Date, the Registration Statement and the Prospectus as then amended or supplemented will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include not contain any untrue statement of a material fact or omit to state any a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, and (ii) statements or omissions in the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by an Underwriter through the Representative expressly for use therein or that constitutes a reference to the Independent Underwriter consented to by it pursuant to Section 7 hereof. (c) The documents incorporated by reference in the Prospectus (except that no representation is made with respect to statements that have been modified or superceded and consequently excluded from the Registration Statement and the Prospectus pursuant to Rule 412 under the Securities Act), when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Exchange Act, and none of such documents (except that no representation is made with respect to statements that have been modified or superceded and consequently excluded from the Registration Statement and the Prospectus pursuant to Rule 412 under the Securities Act) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectustherein, in light of the circumstances under which they were made) , not misleading, except that the foregoing representations do not apply to statements in or omissions from ; and any of such further documents based upon written information furnished to the Company by any Underwriter specifically for use therein. (c) Each document so filed by the Company pursuant to the Exchange Act which is and incorporated by reference in the Prospectus complied or any further amendment or supplement thereto, when so such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that neither the Company nor the Guarantor makes any representation or warranty with respect to any statements or omissions included in any prospectus made in reliance upon and in conformity with information furnished to the Company in writing by an underwriter expressly for use in such prospectus; (d) The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of its operations and the changes in its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis; and the other financial information included in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and present fairly, in all material respects, the information shown thereby. (e) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement and Prospectus any loss or interference with its business from fire, explosion, flood or other calamity that is material to the Company and its subsidiaries, taken as a whole, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Prospectus, there has not been any material change in the capital stock, preferred securities or long-term debt of the Company or any of its subsidiaries, taken as a whole, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus. (f) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; the Guarantor has been duly formed and is validly existing in good standing under the laws of the State of Delaware, with organizational power and authority to own its properties and conduct its business as described in the Prospectus; the Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the business, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, taken as a whole; and the Guarantor has been duly qualified as a foreign limited partnership for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the business, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, taken as a whole. (g) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued equity interests of the Guarantor are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims other than those described in the Prospectus. (h) Each of the Company and the Guarantor have full corporate power and authority to execute and deliver this Agreement, the Securities, the Guarantee, the Base Indenture and the Supplemental Indenture (collectively, the “Transaction Documents”) and to perform its respective obligations hereunder and thereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken. (i) Each of the Base Indenture and the Supplemental Indenture has been duly authorized by each of the Company and the Guarantor and, when executed and delivered by the Company, the Guarantor and the Trustee, the Indenture will constitute a valid and legally binding obligation of the Company and the Guarantor enforceable against the Company and the Guarantor in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act. (j) The Securities have been duly authorized by the Company and, when issued, authenticated and delivered pursuant to the Indenture and paid for as provided herein, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture under which they are to be issued, enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (k) The Guarantee has been duly authorized by the Guarantor and, when the Securities have been issued, authenticated and delivered pursuant to the Indenture and paid for as provided herein, will constitute a valid and legally binding obligation of the Guarantor entitled to the benefits of the Indenture, enforceable against the Guarantor in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (l) This Agreement has been duly authorized, executed and delivered by each of the Company and the Guarantor. (m) Each Transaction Document conforms in all material respects to the description thereof contained in the Prospectus. (n) Neither the Company nor any of its subsidiaries is (i) in violation of its certificate of incorporation or by-laws or other organizational documents, as the case may be, (ii) in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of the properties of the Company or any of its subsidiaries may be bound or (iii) in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, in the case of clauses (ii) and (iii), for any such default or violation that would not have a material adverse effect on the business, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, taken as a whole. (o) The execution, delivery and performance by the Company and the Guarantor of each of the Transaction Documents to which it is a party, the issue and sale of the Securities by the Company and the issuance of the Guarantee by the Guarantor and the compliance by each of the Company and the Guarantor with all of the provisions of the Securities (in the case of the Company), the Guarantee (in the case of the Guarantor), the Indenture and this Agreement and the consummation of the transactions contemplated herein and therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for any such conflict, breach, violation or default which would not have a material adverse effect on the Company and its subsidiaries taken as a whole, (ii) result in a violation of the provisions of the certificate of incorporation or by-laws or other organizational documents, as the case may be, of the Company or any of its subsidiaries or (iii) result in a violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii), for any such conflict, breach, violation or default which would not have a material adverse effect on the business, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, taken as a whole; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities and the Guarantee or the consummation by the Company and the Guarantor of the transactions contemplated by the Transaction Documents, except for (A) such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities Exchange by the Underwriters and (B) such consents, approvals, authorizations, orders, registrations or qualifications the failure of which to obtain or make would not have a material adverse effect on the business, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, taken as a whole and would not have a material adverse effect on the ability of the Company to consummate the transactions contemplated herein. (p) Other than as set forth in the Prospectus as amended or supplemented, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the business, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, taken as a whole; and, to the best knowledge of the Company and the Guarantor, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (q) None of the Company, the Guarantor or any of the Company’s other subsidiaries is, and after giving effect to the offering and sale of the Securities and the Guarantee, as the case may be, none of them will be, an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 19341940, as amended (the "Exchange “Investment Company Act"”), and . (r) Neither the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in Company nor the Prospectus (other than documents incorporated by reference therein relating solely to securities other than the Securities) will comply when so filed in all material respects with the Exchange Act and the rules and regulations thereunder.G

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, to each Underwriter that: (a) A registration statement (No. 333-____), including a No order preventing or suspending the use of any preliminary prospectus relating to the Securities, has been filed with issued by the Securities Commission, and Exchange Commission (the "Commission") and has become effective. Such registration statementeach preliminary prospectus, as amended at the time of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering filing thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") under the Securities Act of 1933, as amended (the "Act"), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". (b) On the effective date of the registration statement relating to the Securities, such registration statement conformed complied in all material respects to with the requirements of the Act, the Trust Indenture Securities Act of 1939, as amended (the "Trust Indenture Act"), and the Rules and Regulations and did not include contain any 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 made, not misleading; provided that neither the Company nor the Guarantor makes any representations and warranties with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives expressly for use in any preliminary prospectus. (b) The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission; and as of the applicable effective date as to the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of any material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and on as of the date of the Terms Agreement referred to in Section 3Prospectus and any amendment or supplement thereto and as of the Closing Date, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties shall not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, and (ii) statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or on behalf by such Underwriter through the Representatives expressly for use therein. (c) The documents incorporated by reference in the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectustherein, in light of the circumstances under which they were made) , not misleading, except that the foregoing representations do not apply to statements in or omissions from ; and any of such further documents based upon written information furnished to the Company by any Underwriter specifically for use therein. (c) Each document so filed by the Company pursuant to the Exchange Act which is and incorporated by reference in the Prospectus complied when so such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1934Act, as amended (the "Exchange Act"), applicable. The audited financial statements and the rules and regulations thereunder, and each document, if any, hereafter filed and so related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries and the results of their respective operations and the changes in their respective consolidated cash flows, as of the dates and for the periods indicated, and said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved; the unaudited consolidated financial statements and the related notes thereto included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of the dates and for the periods indicated and the results of their operations and the changes in their consolidated cash flows, subject to year-end audit adjustments, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved and have been prepared on a basis substantially consistent with that of the audited financial statements referred to above except as otherwise stated therein; the summary and selected financial and statistical data included in the Prospectus present fairly the information shown therein and have been prepared and compiled on a basis consistent with the audited and unaudited financial statements of the Company, except as otherwise stated therein; and Deloitte & Touche LLP, who is reporting upon the audited consolidated financial statements of the Company and its consolidated subsidiaries (each a “Subsidiary,” and collectively, the “Subsidiaries”), and the related schedules incorporated by reference in the Registration Statement and the Prospectus are independent public accountants as defined in the Securities Act. (e) Since the respective dates as of which information is given in the Prospectus, except as disclosed therein, there has not been (A) any material change in the Company’s issued capital stock, warrants or options except pursuant to the terms of the instruments governing the same or pursuant to the exercise of such options or warrants, or the issuance of certain options or (B) any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, the management, business, prospects, financial position, stockholder’s equity or results of operations, of the Company and the Subsidiaries, taken as a whole (a “Material Adverse Change”). Since the respective dates as of which information is given in the Prospectus, except as disclosed therein, (i) there have been no transactions entered into by the Company or by any of the Subsidiaries, including those entered into in the ordinary course of business, which are material to the Company and the Subsidiaries taken as a whole; and (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, except for quarterly dividends in accordance with the Company’s past practice. (f) The Company and each Subsidiary has been duly incorporated under the laws of its jurisdiction of incorporation; is validly existing in good standing under the laws of its jurisdiction of incorporation; with power and authority (corporate and other) to own, lease, and operate its properties and conduct its business as described in the Prospectus; and is duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the general affairs, business, prospects, management, financial position, stockholder’s equity or results of operations of the Company and the Subsidiaries, taken as a whole (a “Material Adverse Effect”). (g) The Company has an authorized capitalization as set forth in the Prospectus, and except as described in the Prospectus, the Company owns, directly or indirectly, free and clear of any mortgage, pledge, security interest, lien, claim or other encumbrance or restriction on transferability or voting (other than documents incorporated as may be imposed by reference the Securities Act and the various state securities laws), all of the outstanding capital stock of each Subsidiary of the Company. All of the outstanding capital stock of each Subsidiary of the Company has been duly authorized and validly issued and is fully paid and non-assessable. (h) Each of the Company and the Guarantor has the requisite power and authority to execute and deliver, as applicable, this Agreement, the Securities, the Guarantee, the Indenture (collectively, the “Transaction Documents”) and to perform its respective obligations hereunder and thereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken. (i) On the Closing Date, the Indenture will have been duly qualified under the Trust Indenture Act. The Indenture (including the Guarantee set therein) has been duly and validly authorized by the Company and the Guarantor and, when executed and delivered by the Company and the Guarantor (assuming due authorization, execution and delivery thereof by the Trustee), the Indenture will constitute a legal, valid and binding agreement of the Company and the Guarantor enforceable against the Company and the Guarantor in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought; and the Securities and the Indenture conform in all material respects to the descriptions thereof in the Prospectus. (j) The Securities and the Guarantee have been duly and validly authorized by the Company and the Guarantor, respectively, for issuance and when executed by the Company and the Guarantor, respectively, and authenticated by the Trustee in accordance with the provisions of the Indenture, and delivered to and paid for by the Underwriters in accordance with the terms hereof, will have been duly executed, authenticated, issued and delivered and will constitute legal, valid and binding obligations of the Company and the Guarantor, respectively, entitled to the benefits provided by the Indenture and enforceable against the Company and the Guarantor, respectively, in accordance with their respective terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (k) This Agreement has been duly authorized, executed and delivered by each of the Company and the Guarantor. (l) Each Transaction Document conforms in all material respects to the description thereof contained in the Prospectus. (m) Neither the Company nor any of the Subsidiaries (i) is in violation of its Certificate of Incorporation or By-Laws (and in the case of the Company’s non-material Subsidiaries only, in any material respect) or (ii) is in breach or violation of any of the terms or provisions of, or with the giving of notice or lapse of time, or both, would be in default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement, or other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them may be bound or to which any of their properties or assets may be subject, except, in the case of this clause (ii), for such violations or defaults that would not reasonably be expected to have a Material Adverse Effect. (n) The execution and delivery by the Company and the Guarantor of, and the performance by the Company and the Guarantor of all of the provisions of its obligations under, the Transaction Documents and the consummation by the Company and the Guarantor of the transactions herein and therein relating solely contemplated and as set forth in the Prospectus, (i) have been duly authorized by all necessary corporate action on the part of the Company and the Guarantor, (ii) do not and will not result in any violation of the Certificate of Incorporation or the By-laws of the Company and the Guarantor and (iii) do not and will not conflict with, or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to securities any right to accelerate the maturity or require the prepayment of any indebtedness or the purchase of any capital stock under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or of any Subsidiary under, (A) any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement or other agreement or instrument to which the Company or any such Subsidiary is a party or by which any of them may be bound or to which any of their respective properties or assets may be subject, (B) any applicable law or statute, rule or regulation (other than the Securitiessecurities or Blue Sky laws of the various states of the United States of America) will comply when so filed or (C) any judgment, order or decree of any government, governmental instrumentality, agency, body or court, domestic or foreign, having jurisdiction over the Company or any such Subsidiary or any of their respective properties or assets, except, with respect to clause (iii), any violation, conflict, or breach which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (o) Except as described in the Prospectus, there is no action, suit or proceeding before or by any government, governmental instrumentality, agency, body or court, domestic or foreign, now pending or, to the best knowledge of the Company or the Guarantor, threatened against or affecting the Company or any of the Subsidiaries that could reasonably be expected to have a Material Adverse Effect or that could have a material adverse effect on the consummation of the transactions contemplated in, or the fulfillment of the terms of, this Agreement, the Prospectus or the Indenture; there is no action, suit or proceeding before or by any government, governmental instrumentality, agency, body or court, now pending, or to the best knowledge of the Company or the Guarantor, threatened against or affecting the Company or any of the Subsidiaries that would be required to be described in the Registration Statement that is not described in the Prospectus. (p) The Company is in compliance in all material respects with the Exchange applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 that are effective and the rules and regulations thereunderof the Commission that have been adopted and are effective thereunder (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). (q) The Company, after giving effect to the offering and sale of the Securities, will not be an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”). (r) Except as described in the Prospectus, there has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission or other release of any kind of toxic or other wastes or other hazardous substances by, due to or caused by, to the best knowledge of the Company or the Guarantor, the Company and each of its Subsidiaries or any other entity (including any predecessor) for whose acts or omissions each of the Company and its Subsidiaries is or could reasonably be expected to be liable, upon any of the property now or previously owned or leased by the Company and each of its Subsidiaries, or upon any other property, in violation of any statute or any ordinance, rule, regulation, order, judgment, decree or permit or which would, under any statute or any ordin

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

Representations and Warranties of the Company and the Guarantor. The Each of the Company and the Guarantor, jointly and severally, represent represents and warrant to, and agree with, warrants to each Underwriter that: (a) A registration No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any 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 made, not misleading; provided that neither the Company nor the Guarantor makes any representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in any Preliminary Prospectus. (Nob) The Time of Sale Information, as of the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor the Guarantor makes any representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in such Time of Sale Information. 333-____)No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information, and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom. (c) Other than the Preliminary Prospectus and the Prospectus, neither the Company nor the Guarantor (including their respective agents and representatives, other than the Underwriters in their capacity as such) has made, used, prepared, authorized, approved or referred to and neither of them will prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company, the Guarantor or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto and other written communications approved in writing in advance by the Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the other Time of Sale Information, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor the Guarantor makes any representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Securities, Company in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus. (d) The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Securities Commission not earlier than three years prior to the date hereof; and Exchange Commission (the "Commission") and has become effective. Such registration statement, as amended at the time no notice of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations objection of the Commission (to the "Rules and Regulations"use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company or the Guarantor. No stop order suspending the effectiveness of 1933the Registration Statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantor or related to the offering has been instituted or, to the knowledge of the Company, threatened by the Commission; and as amended (of the "Act"), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". (b) On the applicable effective date of the registration statement relating as to the SecuritiesRegistration Statement and any amendment thereto, such registration statement conformed the Registration Statement complied and will comply in all material respects to with the requirements of the Act, Securities Act and the Trust Indenture Act of 1939, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Trust Indenture Act"”), and the Rules and Regulations and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, ; and on as of the date of the Terms Agreement referred to in Section 3Prospectus and any amendment or supplement thereto and as of the Closing Date, the Registration Statement and the Prospectus as then amended or supplemented will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein (therein, in the case light of the Prospectuscircumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, and (ii) statements or omissions in the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by an Underwriter through the Representative expressly for use therein. (e) The documents incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information (except that no representation is made with respect to statements that have been modified or superceded and consequently excluded from the Registration Statement and the Prospectus pursuant to Rule 412 under the Securities Act), when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Exchange Act, and none of such documents (except that no representation is made with respect to statements that have been modified or superceded and consequently excluded from the Registration Statement and the Prospectus pursuant to Rule 412 under the Securities Act) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made) , not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, except the Prospectus or the Time of Sale Information or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that neither the foregoing representations do not apply Company nor the Guarantor makes any representation or warranty with respect to any statements in or omissions from included in any of such documents based prospectus made in reliance upon written and in conformity with information furnished to the Company in writing by any Underwriter specifically an underwriter expressly for use thereinin such prospectus. (cf) Each document filed by The financial statements and the Company pursuant to the Exchange Act which is related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus complied when so filed present fairly, in all material respects with respects, the Securities Exchange Act consolidated financial position of 1934, the Company and its subsidiaries as amended (of the "Exchange Act"), dates indicated and the rules results of its operations and regulations thereunder, the changes in its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis; and each document, if any, hereafter filed and so the other financial information included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly, in all material respects, the information shown thereby. (other than documents g) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference therein relating solely in the Registration Statement, the Time of Sale Information and the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity that is material to the Company and its subsidiaries, taken as a whole, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, there has not been any material change in the capital stock, preferred securities or long-term debt of the Company or any of its subsidiaries, taken as a whole, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus. (h) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus; the Guarantor has been duly formed and is validly existing in good standing under the laws of the State of Delaware, with organizational power and authority to own its properties and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus; the Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the business, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, taken as a whole; and the Guarantor has been duly qualified as a foreign limited partnership for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the business, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, taken as a whole. (i) The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued equity interests of the Guarantor are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims other than those described in the Registration Statement, the Time of Sale Information and the Prospectus, or that exist pursuant to that certain (i) Credit Agreement, dated as of November 21, 2005, among the Company, HCLP, The Royal Bank of Scotland plc as Syndication Agent, JPMorgan Chase Bank, N.A., as Administrative Agent and the several lenders parties thereto and (ii) Guarantee and Collateral Agreement, dated as of November 21, 2005, among the Company, HCLP and certain of their subsidiaries in favor of JPMorgan Chase Bank, N.A., as Collateral Agent. (j) Each of the Company and the Guarantor have full corporate power and authority to execute and deliver (to the extent that it is a party thereto) this Agreement, the Securities, the Guarantee, the Base Indenture and the Supplemental Indenture (collectively, the “Transaction Documents”) and to perform its respective obligations hereunder and thereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken. (k) The Base Indenture has been duly authorized, executed and delivered by the Company, and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (l) The Supplemental Indenture has been duly authorized by each of the Company and the Guarantor and, when the Supplemental Indenture is executed and delivered by the Company, the Guarantor and the Trustee, the Indenture will comply constitute a valid and legally binding obligation of the Company and the Guarantor enforceable against the Company and the Guarantor in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act. (m) The Securities have been duly authorized by the Company and, when so filed issued, authenticated and delivered pursuant to the Indenture and paid for as provided herein, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (n) The Guarantee has been duly authorized by the Guarantor and, when the Indenture has been executed and delivered by the parties thereto and the Securities have been issued, authenticated and delivered pursuant to the Indenture and paid for as provided herein, will constitute a valid and legally binding obligation of the Guarantor entitled to the benefits of the Indenture, enforceable against the Guarantor in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (o) This Agreement has been duly authorized, executed and delivered by each of the Company and the Guarantor. (p) Each Transaction Document conforms in all material respects with to the Exchange Act description thereof contained in the Registration Statement, the Time of Sale Information and the rules and regulations thereunderProspectus. (q) Neither the Company nor any of its subsidiaries is (i) in violation of its certificate of incorporation or by-laws or other organizational documents, as the case may be, (ii) in default in the performance or observance of any material obligation, covenant or condition contained in a

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

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, Guarantor jointly and severally, severally represent and warrant to, to and agree withwith each of the Underwriters, each Underwriter as of the date hereof that: (a) A registration statement (No. 333-____), including a prospectus relating to the Securities, has been filed with the Securities and Exchange Commission (the "Commission") and The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company and the Guarantor, threatened by the Commission. Such The Company and the Guarantor are eligible to use the Registration Statement as an “automatic shelf registration statement, ” (as amended at the time of any Terms Agreement referred to defined in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") 405 under the Securities Act of 1933, as amended (the "Act"), including all material incorporated by reference therein, is hereinafter referred and neither the Company nor the Guarantor has received notice from the Commission objecting to the use of the Registration Statement as the "Prospectus"an automatic shelf registration statement. (b) On the effective date of the registration statement relating (i) Each document, if any, filed or to be filed pursuant to the Securities, such registration statement conformed Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects to with the requirements Exchange Act and the applicable rules and regulations of the ActCommission thereunder, (ii) the Trust Indenture Act of 1939Registration Statement, when it became effective, did not contain, and, as amended (the "Trust Indenture Act")or supplemented, and the Rules and Regulations and did if applicable, will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and on (iii) the date of the Terms Agreement referred to in Section 3Registration Statement, the Registration Statement preliminary prospectus and the Prospectus comply and, as amended or supplemented, if applicable, will conform comply in all material respects to with the requirements of the Act, the Trust Indenture Securities Act and the Rules applicable rules and Regulationsregulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and neither at the time of such documents each sale of the Securities in connection with the offering at or prior to the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company or the Guarantor, if applicable, will include not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of the Prospectus, in light of the circumstances under which they were made, not misleading, (v) any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission (each such road show, an “Electronic Road Show”), when considered together with the Time of Sale Prospectus, does not, and at the time of each sale of the Securities in connection with the offering at or prior to the Closing Date (as defined in Section 4), any such Electronic Road Show, when considered together with the Time of Sale Prospectus, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain and, as of the Closing Date and as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoing representations and warranties set forth in this paragraph do not apply to statements in or omissions from any in the Registration Statement, the Time of such documents Sale Prospectus or the Prospectus based upon written information relating to any Underwriter furnished to the Company and the Guarantor in writing by any such Underwriter specifically through the Representatives expressly for use therein. (c) Each document of the Company and the Guarantor is a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) and neither the Company nor the Guarantor is an “ineligible issuer” (as defined in Rule 405 under the Securities Act) in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company or the Guarantor is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Any free writing prospectus that the Company or the Guarantor has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company or the Guarantor complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II hereto, and Electronic Road Shows, if any, furnished to you before first use, neither the Company nor the Guarantor has prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. (d) Each of the Company and the Guarantor has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and to enter into and perform its obligations under this Agreement, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole. (e) Each subsidiary of the Guarantor (other than the Company) set forth on Schedule III hereto (each, a “Designated Subsidiary” and, collectively, the “Designated Subsidiaries”) has been duly incorporated or formed, is validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, has the full power and authority to own its property and to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each Designated Subsidiary owned directly or indirectly by the Guarantor have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Guarantor, free and clear of all liens, encumbrances, equities or claims, except as described in the Time of Sale Prospectus or except as would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole; for purposes of this Agreement, Schedule III hereto includes each subsidiary of the Guarantor that is a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) and that is in existence on the date hereof. (f) This Agreement has been duly authorized, executed and delivered by the Company and the Guarantor. (A) The execution and delivery by the Company and the Guarantor of, and the performance by each of the Company and the Guarantor of its obligations under, this Agreement, the Eleventh Supplemental Indenture, and the Securities, will not contravene (i) any provision of applicable law or the certificate of incorporation or by-laws of the Company or the Guarantor, (ii) any agreement or other instrument binding upon the Guarantor or any of its subsidiaries (except to the extent such contravention would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole), or (iii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Guarantor or any subsidiary, and (B) no consent, approval, authorization or order of, or qualification with, any U.S. federal, state or local governmental body or agency is required for the performance by each of the Company or the Guarantor of their respective obligations under this Agreement, the Indenture and the Securities, except such as has been obtained and as may be required to be obtained by the Company or the Guarantor under the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities. (h) The Notes have been duly authorized by the Company, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with this Agreement, will constitute valid and binding obligations of the Company, entitled to the benefits provided by the Indenture, and enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to, or affecting, creditors’ rights and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Notes will conform in all material respects to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus. (i) The Indenture has been duly authorized by the Company and the Guarantor and duly qualified under the Trust Indenture Act, and, when the Eleventh Supplemental Indenture is executed and delivered by the Company and the Guarantor (and assuming due authorization, execution and delivery of the Eleventh Supplemental Indenture by the Trustee), the Indenture will constitute a valid and binding instrument of each of the Company and the Guarantor, enforceable against each of the Company and the Guarantor in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to, or affecting, creditors’ rights and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Indenture will conform in all material respects to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus. (j) The Guarantee, forming part of the Eleventh Supplemental Indenture, has been duly authorized by the Guarantor and, when the Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with this Agreement, will constitute a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to, or affecting, creditors’ rights and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Guarantee will conform in all material respects to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus. (k) None of the Company, the Guarantor, or any of the Designated Subsidiaries is in violation of its certificate of incorporation, by-laws or other constituent documents; neither the Guarantor nor any of its subsidiaries is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any agreement or other instrument binding upon the Guarantor or any of its subsidiaries, except to the extent such default would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole. (l) There has not occurred any material adverse change in the financial condition or in the earnings, business or operations of the Guarantor and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus. (m) There are no legal or governmental proceedings pending or, to the knowledge of the Company or the Guarantor, threatened to which the Guarantor or any of its subsidiaries is a party or to which any of the properties of the Guarantor or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described therein and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required. The Time of Sale Prospectus contains in all material respects the same description of the foregoing matters contained in the Prospectus. (n) The preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Exchange Act which is incorporated by reference in the Prospectus Securities Act, complied when so filed in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable rules and regulations of the Commission thereunder. (o) Neither the Company nor the Guarantor is, and each document, if any, hereafter filed after giving effect to the offering and so incorporated by reference sale of the Notes and the application of the proceeds thereof as described in the Prospectus will be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (p) Except as described in the Time of Sale Prospectus, there are no contracts, agreements or understandings between the Company and/or the Guarantor and any person granting such person the right to require the Company or the Guarantor to file a registration statement under the Securities Act with respect to any securities of the Company or the Guarantor or to require the Company or the Guarantor to include such securities with the Securities registered pursuant to the Registration Statement. (q) Subsequent to the date as of which information is given in the Time of Sale Prospectus, (i) the Guarantor and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (ii) the Guarantor has not purchased any of its outstanding capital stock (other than documents incorporated by reference therein relating solely any such purchases to securities cover withholding tax obligations of the Guarantor’s employees in connection with their exercise of outstanding equity awards under the Guarantor’s existing employee incentive plans), or declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the Securitiescapital stock, short-term debt or long-term debt of the Guarantor and its subsidiaries, except in each case as described or otherwise contemplated in the Time of Sale Prospectus. (r) will comply when so filed Each of the Company, the Guarantor and the Designated Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Time of Sale Prospectus or would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole; and any real property and buildings held under lease by the Company, the Guarantor and the Designated Subsidiaries are held by them under valid, subsisting and enforceable leases except such as are described in the Time of Sale Prospectus or would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole. (s) Each of the Company, the Guarantor and the Designated Subsidiaries own or possess, or can acquire on reasonable terms, all material respects patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the Exchange Act and the rules and regulations thereunder.business now operated

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, Guarantor jointly and severally, severally represent and warrant to, to and agree withwith each of the Underwriters, each Underwriter as of the date hereof that: (a) A registration statement (No. 333-____), including a prospectus relating to the Securities, has been filed with the Securities and Exchange Commission (the "Commission") and The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company and the Guarantor, threatened by the Commission. Such The Company and the Guarantor are eligible to use the Registration Statement as an “automatic shelf registration statement, ” (as amended at the time of any Terms Agreement referred to defined in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") 405 under the Securities Act of 1933, as amended (the "Act"), including all material incorporated by reference therein, is hereinafter referred and neither the Company nor the Guarantor has received notice from the Commission objecting to the use of the Registration Statement as the "Prospectus"an automatic shelf registration statement. (b) On the effective date of the registration statement relating (i) Each document, if any, filed or to be filed pursuant to the Securities, such registration statement conformed Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects to with the requirements Exchange Act and the applicable rules and regulations of the ActCommission thereunder, (ii) the Trust Indenture Act of 1939Registration Statement, when it became effective, did not contain, and, as amended (the "Trust Indenture Act")or supplemented, and the Rules and Regulations and did if applicable, will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and on (iii) the date of the Terms Agreement referred to in Section 3Registration Statement, the Registration Statement preliminary prospectus and the Prospectus comply and, as amended or supplemented, if applicable, will conform comply in all material respects to with the requirements of the Act, the Trust Indenture Securities Act and the Rules applicable rules and Regulationsregulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and neither at the time of such documents each sale of the Securities in connection with the offering at or prior to the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company or the Guarantor, if applicable, will include not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of the Prospectus, in light of the circumstances under which they were made, not misleading, (v) any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission (each such road show, an “Electronic Road Show”), when considered together with the Time of Sale Prospectus, does not, and at the time of each sale of the Securities in connection with the offering at or prior to the Closing Date (as defined in Section 4), any such Electronic Road Show, when considered together with the Time of Sale Prospectus, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain and, as of the Closing Date and as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoing representations and warranties set forth in this paragraph do not apply to statements in or omissions from any in the Registration Statement, the Time of such documents Sale Prospectus or the Prospectus based upon written information relating to any Underwriter furnished to the Company and the Guarantor in writing by any such Underwriter specifically through the Representatives expressly for use therein. (c) Each document of the Company and the Guarantor is a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) and neither the Company nor the Guarantor is an “ineligible issuer” (as defined in Rule 405 under the Securities Act) in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company or the Guarantor is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Any free writing prospectus that the Company or the Guarantor has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company or the Guarantor complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II hereto, and Electronic Road Shows, if any, furnished to you before first use, neither the Company nor the Guarantor has prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. (d) Each of the Company and the Guarantor has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and to enter into and perform its obligations under this Agreement, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole. (e) Each subsidiary of the Guarantor (other than the Company) set forth on Schedule III hereto (each, a “Designated Subsidiary” and, collectively, the “Designated Subsidiaries”) has been duly incorporated or formed, is validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, has the full power and authority to own its property and to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each Designated Subsidiary owned directly or indirectly by the Guarantor have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Guarantor, free and clear of all liens, encumbrances, equities or claims, except as described in the Prospectus; for purposes of this Agreement, Schedule III hereto includes each subsidiary of the Guarantor that is a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) and that is in existence on the date hereof. (f) This Agreement has been duly authorized, executed and delivered by the Company and the Guarantor. (g) (A) The execution and delivery by the Company and the Guarantor of, and the performance by each of the Company and the Guarantor of its obligations under, this Agreement, the Tenth Supplemental Indenture, and the Securities, will not contravene (i) any provision of applicable law or the certificate of incorporation or by-laws of the Company or the Guarantor, (ii) any agreement or other instrument binding upon the Guarantor or any of its subsidiaries (except to the extent such contravention would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole), or (iii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Guarantor or any subsidiary, and (B) no consent, approval, authorization or order of, or qualification with, any U.S. federal, state or local governmental body or agency is required for the performance by each of the Company or the Guarantor of their respective obligations under this Agreement, the Indenture and the Securities, except such as has been obtained and as may be required to be obtained by the Company or the Guarantor under the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities. (h) The Notes have been duly authorized by the Company, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with this Agreement, will constitute valid and binding obligations of the Company, entitled to the benefits provided by the Indenture, and enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to, or affecting, creditors’ rights and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Notes will conform in all material respects to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus. (i) The Indenture has been duly authorized by the Company and the Guarantor and duly qualified under the Trust Indenture Act, and, when the Tenth Supplemental Indenture is executed and delivered by the Company and the Guarantor (and assuming due authorization, execution and delivery of the Tenth Supplemental Indenture by the Trustee), the Indenture will constitute a valid and binding instrument of each of the Company and the Guarantor, enforceable against each of the Company and the Guarantor in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to, or affecting, creditors’ rights and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Indenture will conform in all material respects to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus. (j) The Guarantee, forming part of the Tenth Supplemental Indenture, has been duly authorized by the Guarantor and, when the Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with this Agreement, will constitute a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to, or affecting, creditors’ rights and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Guarantee will conform in all material respects to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus. (k) None of the Company, the Guarantor, or any of the Designated Subsidiaries is in violation of its certificate of incorporation, by-laws or other constituent documents; neither the Guarantor nor any of its subsidiaries is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any agreement or other instrument binding upon the Guarantor or any of its subsidiaries, except to the extent such default would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole. (l) There has not occurred any material adverse change in the financial condition or in the earnings, business or operations of the Guarantor and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus. (m) There are no legal or governmental proceedings pending or, to the knowledge of the Company or the Guarantor, threatened to which the Guarantor or any of its subsidiaries is a party or to which any of the properties of the Guarantor or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described therein and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required. The Time of Sale Prospectus contains in all material respects the same description of the foregoing matters contained in the Prospectus. (n) The preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Exchange Act which is incorporated by reference in the Prospectus Securities Act, complied when so filed in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable rules and regulations of the Commission thereunder. (o) Neither the Company nor the Guarantor is, and each document, if any, hereafter filed after giving effect to the offering and so incorporated by reference sale of the Notes and the application of the proceeds thereof as described in the Prospectus will be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (p) Except as described in the Time of Sale Prospectus, there are no contracts, agreements or understandings between the Company and/or the Guarantor and any person granting such person the right to require the Company or the Guarantor to file a registration statement under the Securities Act with respect to any securities of the Company or the Guarantor or to require the Company or the Guarantor to include such securities with the Securities registered pursuant to the Registration Statement. (q) Subsequent to the date as of which information is given in the Time of Sale Prospectus, (i) the Guarantor and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (ii) the Guarantor has not purchased any of its outstanding capital stock (other than documents incorporated by reference therein relating solely any such purchases to securities cover withholding tax obligations of the Guarantor’s employees in connection with their exercise of outstanding equity awards under the Guarantor’s existing employee incentive plans), or declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the Securitiescapital stock, short-term debt or long-term debt of the Guarantor and its subsidiaries, except in each case as described or otherwise contemplated in the Time of Sale Prospectus. (r) will comply when so filed Each of the Company, the Guarantor and the Designated Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Time of Sale Prospectus or would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole; and any real property and buildings held under lease by the Company, the Guarantor and the Designated Subsidiaries are held by them under valid, subsisting and enforceable leases except such as are described in the Time of Sale Prospectus or would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole. (s) Each of the Company, the Guarantor and the Designated Subsidiaries own or possess, or can acquire on reasonable terms, all material respects patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the Exchange Act and business now operated by them, except where the rules and regulations thereunder.failure to so own, possess or be able to acquire on reasonable terms would not, singly or in the aggregate, have a material adverse e

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

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

Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, to each Underwriter thatof the Initial Purchasers as follows: (a) A registration statement (No. 333-____), including a prospectus relating The Company has prepared and furnished to the SecuritiesInitial Purchasers a preliminary offering memorandum, has been filed dated October 10, 1996, with respect to the Securities and Exchange Commission Notes that is subject to completion (hereafter, the "CommissionPreliminary Memorandum") and has become effectiveis also preparing and furnishing to the Initial Purchasers a final offering memorandum, dated the date hereof, with respect to the Notes that includes information with respect to the rate of interest on the Notes and other data (hereafter, the "Definitive Memorandum" and, collectively with the Preliminary Memorandum, the "Offering Memorandum"). Such registration statementThe Definitive Memorandum, at the date thereof and at all times thereafter to and including the Closing Date (as hereinafter defined) does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty as to information contained in or omitted from the Offering Memorandum, as amended or supplemented, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any of the Initial Purchasers specifically for inclusion in the Offering Memorandum. The Preliminary Memorandum, at the time of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Registration Statement", date thereof and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and Regulations of the Commission (the "Rules and Regulations") under the Securities Act of 1933, as amended (the "Act"), including at all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". (b) On the effective date of the registration statement relating times subsequent thereto to the Securitiesdate hereof, such registration statement conformed in all material respects to the requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the Rules and Regulations and did not include any contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of the Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectustherein, in light of the circumstances under which they were made) , not misleading. No stop order preventing the use of the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued. (b) Subsequent to the respective dates as of which information is given in the Definitive Memorandum, except that as set forth in the foregoing representations do Definitive Memorandum, there has not apply to statements been any material adverse change in the business, prospects, properties, operations, condition (financial or omissions other) or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, and since the date of the latest balance sheet included in the Definitive Memorandum, neither the Company nor any of such documents based upon written information furnished its subsidiaries has incurred or undertaken any liabilities or obligations, direct or contingent, that are material to the Company by any Underwriter specifically and its subsidiaries taken as a whole, except for use thereinliabilities or obligations that were incurred or undertaken in the ordinary course of business or that are fully reflected in the Definitive Memorandum. (c) This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered by the Company and the Guarantor and each is a valid and binding agreement of the Company and the Guarantor enforceable against them in accordance with their terms, except insofar as (i) such enforcement may be subject to (A) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or (d) The execution, delivery, and performance of this Agreement, the Registration Rights Agreement, the Indenture, the Notes and the Guarantee, and the consummation of the transactions contemplated hereby and thereby, including the issuance, sale and delivery of the Notes and the Guarantee, and application of the proceeds of the sale thereof as set forth in the Offering Memorandum, will not (i) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) or require consent under, or, result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Guarantor, pursuant to the terms of any agreement, instrument, franchise, license or permit to or by which the Company or the Guarantor is a party or may be bound (other than those as to which requisite waivers or consents have been obtained by the Company or the Guarantor), subject, in the case of the performance of the Indenture, to the conflict with or breach of or consent required under the Revised Credit Facility in the event the Company makes a Net Proceeds Offer or a Change of Control Offer under the terms of the Indenture, or (ii) violate or conflict with any provision of the certificate of incorporation, by-laws, or equivalent instruments of the Company or the Guarantor or any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or the Guarantor or any of their respective properties or assets. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or the Guarantor or any of their respective properties or assets is required for the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Indenture, the Notes and the Guarantee, except as may be required for compliance with federal and state securities laws in connection with the purchase of the Notes by the Initial Purchasers and performance of the Company's and the Guarantor's obligations under the Registration Rights Agreement. (e) Each document filed of the Company and the Guarantor has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, and has the corporate power and authority required to carry on its business as described in the Offering Memorandum and to own, lease and operate its properties, and each is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect"). (f) All of the outstanding shares of capital stock of the Guarantor have been duly and validly authorized and issued and are fully paid and non-assessable, and are owned by the Company, free and clear of any security interest, claim, lien, or encumbrance. On the Closing Date, there will not be any rights granted to or in favor of any person to acquire, at present or in the future, any such capital stock or other equity interests of the Guarantor. The Guarantor and Boomer Marketing, Inc. are all the subsidiaries of the Company. (g) The authorized, issued and outstanding capital stock of the Company, as of September 30, 1996, was (i) 100,000,000 shares of Common Stock authorized, of which 35,327,668 shares are issued and outstanding and (ii) 1,000,000 shares of preferred stock, par value $1.00 per share authorized (the "Preferred Stock"), of which 52,500 shares of 10% Cumulative Preferred Stock, Series B, 40,000 shares of 10 1/2% Cumulative Convertible Preferred Stock, Series C, 100,000 shares of Convertible Preferred Stock, Series D and 50,000 shares of Convertible Preferred Stock, Series E, are issued and outstanding. No additional shares of capital stock of the Company have been authorized or issued since September 30, 1996 except as described in a schedule to Exhibit A attached hereto. As of the Closing Date, all of the outstanding shares of Common Stock will have been duly authorized and validly issued, fully paid and non-assessable and will not have been issued in violation of any preemptive or similar rights. As of the Closing Date, except as disclosed in the Offering Memorandum or as set forth in a schedule to Exhibit A attached hereto, there will be no outstanding securities of the Company convertible into or evidencing the right to purchase or subscribe for any shares of capital stock of the Company (other than the outstanding options and warrants hereafter mentioned); there will be no outstanding or authorized options, warrants, calls, subscriptions, rights, commitments or any other agreements of any character obligating the Company to issue any shares of its capital stock or any securities convertible into or evidencing the right to purchase or subscribe for any shares of such stock; and there will be no agreements with respect to the voting, sale or transfer of any shares of capital stock of the Company to which the Company is a party. (h) The Notes have been duly and validly authorized by all necessary corporate action and, when authenticated by the Trustee and issued, sold and delivered by the Company pursuant to this Agreement against payment therefor, will have been duly and validly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the Exchange Act which Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except insofar as such enforcement may be subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity (regardless of whether enforcement is incorporated sought in a proceeding at law or in equity). The Guarantee has been duly authorized by reference the Guarantor and, upon the due authentication, execution, issuance and delivery of the Notes, will have been duly executed, issued and delivered by the Guarantor and will constitute a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms and entitled to the benefits provided by the Guarantee, except insofar as such enforcement may be subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' (i) The Indenture conforms in all material respects to the description thereof set forth in the Prospectus complied when so filed Offering Memorandum, conforms in all material respects with the Securities Exchange requirements of the Trust Indenture Act of 19341939, as amended (the "Exchange Trust Indenture Act"), applicable to indentures to be qualified thereunder, has been duly and validly authorized by all necessary corporate action and, when executed and delivered by the Company, the Guarantor and the rules Trustee, will constitute a valid and regulations thereunderbinding agreement of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, except insofar as such enforcement may be subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (j) Neither the Company nor the Guarantor is in violation of its charter or by-laws or other governing instrument or in default in the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any other agreement, indenture or instrument to which it is a party or by which it or any of its property is bound, except for those defaults that, individually or in the aggregate, would not have a Material Adverse Effect. (k) Except as disclosed in the Offering Memorandum, there are no legal or governmental proceedings pending to which the Company or the Guarantor is a party or of which any of their respective properties or assets is the subject, and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated, which, in each case, if adversely decided, would have, individually or in the aggregate, a Material Adverse Effect. The descriptions contained in the Offering Memorandum of the proceedings disclosed therein are true, complete and accurate in all material respects. There is no contract, document, statute or regulation material to the Company and its subsidiaries, taken as a whole, that would be required to be described in the Offering Memorandum if it were a prospectus included in a registration statement on Form S-3 under the Securities Act that is not so described. (l) Each of the Company and the Guarantor has all necessary licenses, consents, authorizations, approvals, orders, certificates and permits (collectively, "Licenses") of and from, and has made all declarations and filings with and satisfied all eligibility and other similar requirements imposed by all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, in each case as required for the conduct of the business in which it is engaged, and each documentsuch License is in full force and effect, if except to the extent that the failure to obtain any such License or to make any such declaration or filing or satisfy any such requirement would not have a Material Adverse Effect. Neither the Company nor the Guarantor has received any notice of proceedings relating to, or has any reason to believe that any (m) Neither the Company nor the Guarantor has received any notice of infringement of or conflict with asserted rights of any third party under any trademark, hereafter filed and so incorporated by reference copyright, patent or license as a consequence of the activities of the Company or any of its subsidiaries, except for infringements or conflicts the remediation of or compensation for which would not have a Material Adverse Effect. (n) Ernst & Young LLP, whose reports are included in the Prospectus Offering Memorandum, is an independent public accountant (other than documents incorporated by reference therein relating solely as defined in the Securities Act) with respect to securities other than the SecuritiesCompany, the Guarantor and Alexander. (o) will comply when so filed The consolidated financial statements of each of the Company and Alexander and respective notes thereto included in the Offering Memorandum present fairly in all material respects the consolidated financial position, results of operations, cash flows and stockholders' equity of the Company and Alexander, respectively (as reflected in such financial statements) in conformity with generally accepted accounting principles on the basis stated therein at the respective dates or for the respective periods to which they apply; such statements and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data set forth in the Offering Memorandum, in all material respects, present fairly the information purported to be shown thereby at the respective dates or for the respective periods to which they apply and have been prepared on a basis consistent with such financial statements and the books and records of the Company and the other entities as to which such information is shown. The pro forma financial statements of the Company and its subsidiaries included in the Definitive Memorandum have been prepared in accordance with the Exchange Act and the published rules and regulations thereunderof the Commission applicable to pro forma financial statements and the assumptions used in the preparation thereof are reasonable and appropriate to give pro forma effect in all material respects to the transactions or circumstances described therein. (p) On June 30, 1996, after giving pro forma effect to the issuance and sale of the Notes pursuant hereto, the Company and the Guarantor would have had an authorized and outstanding capitalization as set forth in the Offering Memorandum under "Capitalization." (q) The Company is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (r) Neither the Company nor any person acting on its behalf (provided that no representation is made as to the Initial Purchasers or any