Common use of Registration Statement; Prospectus Clause in Contracts

Registration Statement; Prospectus. The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration of the Notes under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.

Registration Statement; Prospectus. The Seller Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141)S-1, including and a related preliminary prospectus and prospectus supplement for the registration of the Certificates and the Notes under the Securities Act, has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) , are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller Company for use in connection with the offering of the Certificates or the Notes which differs from the Prospectus filed with on file at the Commission pursuant to Rule 424 of at the Rules and Regulations time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by the Seller Company pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The As of the date hereof, the Registration Statement and Prospectus filed under the Securities Act or pursuant to the Rules and Regulations complies in all material respects with the Securities Act and the Rules and Regulations, and the Registration Statement at the time they it became effective and at all times subsequent thereto complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note Certificate will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was filed under the Securities Act or the Rules and Regulations and at the time it was first provided to the Underwriters for use in connection with the offering of the Certificates and the Notes did not, and on the date hereof Closing Date does 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 in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller Company in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitytherein.

Registration Statement; Prospectus. The Seller has filed with No stop order suspending the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration effectiveness of the Notes under Registration Statement or any part thereof has been issued and, to the Securities Actknowledge of the Company, no proceeding for that purpose has filed such amendments theretobeen initiated or threatened by the Commission, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided has been received by the Seller for Company. No order preventing or suspending the use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed has been issued by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such useCommission. The Registration Statement at and any post effective amendment thereto, as of the time they became effective compliedEffective Date, conforms, and at each time that the Prospectus is provided any further amendments or supplements to the Underwriters for use in connection with the offering or sale of any Note Registration Statement will complyconform, in all material respects with to the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did do not and on will not, as of the date hereof does notEffective Date, contain an untrue staement 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 misleading; provided, however, that this representation and the Prospectus at the time it was first provided warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Underwriters Company by BNYMCM or on its behalf expressly for use in connection with the offering therein. The Prospectus, as of its original issue date, as of the Notes did notdate of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and on as of the date hereof of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and, as of such respective dates, does not, not and will not contain any an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading; provided, except however, that the representations this representation and warranties in this subparagraph warranty shall not apply to any statements in or omissions from made in reliance upon and in conformity with information furnished in writing to the Company by BNYMCM expressly for use in the Prospectus. As used herein, with respect to the Registration Statement, the term “Effective Date” means, as of a specified time, the later of (i) the date that the Registration Statement or the Prospectus most recent post-effective amendment thereto was or any preliminary prospectus made in reliance upon information furnished to is declared effective by the Seller in writing by Financial Security expressly Commission under the Securities Act and (ii) the date that the Company’s Annual Report on Form 10-K for use therein or its most recently completed fiscal year is filed with the financial statements (including Commission under the related notes thereto) of Financial SecurityExchange Act.

Registration Statement; Prospectus. The Seller Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 (File No. 333-48141205183), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a preliminary prospectus and prospectus supplement for part thereof at the registration time of effectiveness pursuant to Rule 430B of the Notes under Securities Act or the Securities ActExchange Act of 1934, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectusrules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement”. Any preliminary prospectus supplement to the Base Prospectus that describes the Securities and the offering thereof and is used prior to filing of the Prospectus (as defined below) is called, together with the Base Prospectus, a “preliminary prospectus”. The term “Prospectus” shall mean the final prospectus supplement relating to the NotesSecurities, constituting a part thereof (including in each case all documentstogether with the Base Prospectus, if anythat is first filed pursuant to Rule 424(b) of the Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto. Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein and pursuant to Item 12 of Form S-3 under the information, if any, Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be part thereof deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. All references in this Agreement to the Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval System (“XXXXX”). The Registration Statement became effective upon filing under Rule 462(e) of the rules and regulations of the Commission under the Securities Act (“Rule 462(e)”) on June 24, 2015, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). At the "Rules respective times the Registration Statement and Regulations")each amendment thereto became effective, as from time at each deemed effective date with respect to time amended or supplemented the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act or otherwise) are hereinafter referred to Regulations and at the Closing Date (as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulationsdefined below), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, complied and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, comply in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement Trust Indenture Act of 1939, as amended, and the Prospectus at rules and regulations promulgated thereunder (collectively, the time the Registration Statement became effective “Trust Indenture Act”) and did not and on the date hereof does not, will not contain an untrue staement 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 misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus (including the prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) and the Prospectus at complied when so filed in all material respects with the time it was first provided Securities Act and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the offering of electronically transmitted copies thereof filed with the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit Commission pursuant to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleadingXXXXX, except to the extent permitted by Regulation S-T. There are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Disclosure Package (as defined below) or the Prospectus and that have not been so filed as exhibits to the Registration Statement or described in the Registration Statement, the Disclosure Package and the Prospectus. The representations and warranties in this subparagraph shall subsection do not apply to statements in or omissions from the Registration Statement or Statement, the Prospectus or any preliminary prospectus made or any amendments or supplements thereto based upon and in reliance upon conformity with written information furnished to the Seller in writing Company by Financial Security expressly any Underwriter through the Representatives specifically for use therein therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the financial statements (including the related notes theretoinformation described as such in Section 7(b) of Financial Securityhereof.

Registration Statement; Prospectus. The Seller has filed with Company meets the Securities and Exchange Commission (the "Commission") a registration statement on requirements for use of Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration of the Notes F-3 under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement and the Prospectus, at the time they the Registration Statement became effective compliedeffective, and at each time that complied and, as of the Prospectus is provided applicable Representation Date, will comply as to the Underwriters for use in connection with the offering or sale of any Note will comply, form in all material respects with the requirements of the Securities Act and the Rules rules and Regulationsregulations thereunder. The Registration Statement and the Prospectus Statement, at the time the Registration Statement it became effective effective, did not and on and, as of the date hereof does notapplicable Representation Date, will not contain an untrue staement 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 misleading. As of the applicable Representation Date, the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, any applicable Issuer Free Writing Prospectuses will not contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading. At the time they were or hereafter are filed with the Commission and at the time of any sale of Notes pursuant to this Agreement, except that the Base Prospectus, as amended and supplemented, any Prospectus Supplement (including any related Preliminary Pricing Supplement), any Permitted Free Writing Prospectuses and any Final Term Sheets (each as defined herein) (together, the “Disclosure Package”), when taken together as a whole, did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subparagraph subsection shall not apply to statements in or omissions from the Registration Statement or the Statement, Prospectus, any Issuer Free Writing Prospectus or any preliminary prospectus Final Term Sheet made in reliance upon and in conformity with information furnished to the Seller Company in writing by Financial Security any of you expressly for use therein in the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or the financial statements (including the related notes thereto) of Financial Securityany Final Term Sheet.

Registration Statement; Prospectus. The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-4814118021), including a preliminary prospectus and prospectus supplement for the registration of the Notes under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.

Registration Statement; Prospectus. The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141.___), including a preliminary prospectus and prospectus supplement for the registration of the Notes under the Securities Act, has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, prospectus together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) , are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with on file at the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The As of the date hereof, the Registration Statement and Prospectus filed under the Securities Act or pursuant to the Rules and Regulations complies in all material respects with the Securities Act and the Rules and Regulations, and the Registration Statement at the time they it became effective and at all times subsequent thereto complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was filed under the Securities Act or the Rules and Regulations and at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof Closing Date does 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 in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitytherein.

Registration Statement; Prospectus. The Seller Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141)S-3, including and a related preliminary prospectus and prospectus supplement for the registration of the Certificates and the Notes under the Securities Act, has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) , are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller Company for use in connection with the offering of the Certificates or the Notes which differs from the Prospectus filed with on file at the Commission pursuant to Rule 424 of at the Rules and Regulations time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by the Seller Company pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The As of the date hereof, the Registration Statement and Prospectus filed under the Securities Act or pursuant to the Rules and Regulations complies in all material respects with the Securities Act and the Rules and Regulations, and the Registration Statement at the time they it became effective and at all times subsequent thereto complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note Certificate will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was filed under the Securities Act or the Rules and Regulations and at the time it was first provided to the Underwriters for use in connection with the offering of the Certificates and the Notes did not, and on the date hereof Closing Date does 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 in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller Company in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitytherein.

Registration Statement; Prospectus. The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration of the Notes under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the he Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.

Registration Statement; Prospectus. The Seller Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-48141206106), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of Common Stock. Such registration statement, as amended, including a preliminary prospectus the financial statements, exhibits and prospectus supplement for the registration schedules thereto, at each time of the Notes effectiveness under the Securities Act, has filed such amendments theretoincluding any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B of the Securities Act or the Securities Exchange Act of 1934, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectusrules and regulations of the Commission thereunder (collectively, the “Exchange Act”), is referred to herein as the “Registration Statement”. Any preliminary prospectus supplement to the Base Prospectus that describes the Shares and the offering thereof and is used prior to filing of the Prospectus (as defined below) is referred to herein, together with the Base Prospectus, as a “Preliminary Prospectus”. The term “Prospectus” shall mean the final prospectus supplement relating to the NotesShares, constituting a part thereof together with the Base Prospectus, in the form first used (including or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in each case all documentsconnection with the confirmation of sales of the Shares after the date and time that this underwriting agreement (this “Agreement”) is executed and delivered by the parties hereto. Any reference herein to the Registration Statement, if any, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities 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; any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the information, if any, Exchange Act that are deemed to be part incorporated by reference therein. All references in this Agreement to the Registration Statement, a Preliminary Prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system (“XXXXX”). The Registration Statement became effective upon filing under Rule 462(e) of the rules and regulations of the Commission under the Securities Act (“Rule 462(e)”) on August 5, 2015, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). If the "Rules and Regulations"), as from time to time amended or supplemented Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act or otherwise(the “Rule 462(b) are hereinafter referred to as the "Registration Statement" and ”), then any reference herein to the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement term “Registration Statement” shall be provided by deemed to include such Rule 462(b) Registration Statement. Capitalized terms used but not defined herein shall have the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer meanings given to such revised prospectus and prospectus supplement from and after terms in the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement of a material fact Prospectus. At or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus at the time it was first provided prior to the Underwriters for use in connection Applicable Time (as defined below), the Company had prepared the following information (collectively with the offering of pricing information set forth on Annex B, the Notes did not“Pricing Disclosure Package”): a Preliminary Prospectus dated August 5, 2015 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial SecurityAnnex B hereto.

Registration Statement; Prospectus. The Seller has filed with No stop order suspending the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration effectiveness of the Notes under Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement, as of the Effective Date, conformed or will conform in all material respects to the requirements of the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")promulgated thereunder and, as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations)Effective Date, the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did does not and on the date hereof does not, will not contain an untrue staement 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 misleading, and the Prospectus at Prospectus, as of its original issue date, as of the time it was first provided date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the Underwriters for use in connection with the offering requirements of the Notes did notSecurities Act and the rules and regulations of the Commission promulgated thereunder and, as of such respective dates, does not and on the date hereof does not, will not contain any an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading; provided, except however, that the representations this representation and warranties in this subparagraph warranty shall not apply to any statements in or omissions from made in reliance upon and in conformity with information furnished in writing to the Company by BMOCMC expressly for use in the Prospectus. As used herein, with respect to the Registration Statement, the term “Effective Date” means, as of a specified time, the later of (i) the date that the Registration Statement or the Prospectus most recent post-effective amendment thereto was or any preliminary prospectus made in reliance upon information furnished to is declared effective by the Seller in writing by Financial Security expressly Commission under the Securities Act and (ii) the date that the Company’s Annual Report on Form 10-K for use therein or its most recently completed fiscal year is filed with the financial statements (including Commission under the related notes thereto) of Financial Security.Exchange Act;

Registration Statement; Prospectus. The Seller has filed with No stop order suspending the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration effectiveness of the Notes Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. No notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company. The Registration Statement, as of the Effective Date, conformed or will conform in all material respects to the requirements of the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")thereunder and, as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations)Effective Date, the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did does not and on the date hereof does not, will not contain an untrue staement 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 misleading. The Prospectus, as of the date of the Prospectus Supplement, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) under the Securities Act and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering rules and regulations of the Notes did notCommission thereunder and, and on as of the date hereof of the Prospectus Supplement, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) under the Securities Act, as of the date of any other amendment or supplement thereto and as of each Applicable Time, does not, not and will not contain any an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading; provided, except however, that the representations and warranties in this subparagraph Section 3.03 shall not apply to any statements in or omissions from made in reliance upon and in conformity with information (a) furnished in writing to the Company by BNYMCM expressly for use in the Prospectus or (b) provided on the DTC website for use in prospectuses and relating to DTC and its book-entry clearance and settlement system or (c) set forth in the Form T-1 furnished by Deutsche Bank Trust Company Americas and included in Exhibit 25.4 to the Registration Statement. As used herein, with respect to the Registration Statement, the term “Effective Date” means, as of a specified time, the later of (i) the date that the Registration Statement or the most recent post-effective amendment thereto was or is declared effective by the Commission under the Securities Act; (ii) the date of the Prospectus or Supplement; (iii) with respect to any preliminary prospectus made in reliance upon information furnished to particular issuance, the Seller in writing by Financial Security expressly date of the relevant Issuance Supplement, if any; and (iv) the date that the Company's Annual Report on Form 10-K for use therein or its most recently completed fiscal year is filed with the financial statements (including Commission under the related notes thereto) of Financial SecurityExchange Act.

Registration Statement; Prospectus. The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 33333-4814197608), including a preliminary prospectus and prospectus supplement for the registration of the Certificates and the Notes under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Certificates and the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) , are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Certificates and the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters Underwriter for such use. The Registration Statement at the time they it became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Certificate or Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Certificates and the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.

Registration Statement; Prospectus. The Seller has (i) As promptly as practicable after the execution of this Agreement, (x) SPAC and the Company Parties shall jointly prepare and CayCo shall file with the SEC, mutually acceptable materials, which shall include the proxy statement to be filed with the Securities SEC as part of the Registration Statement and Exchange Commission sent to the SPAC Shareholders relating to the SPAC Shareholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) and (y) SPAC and the Company shall prepare and CayCo shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the "Commission"“Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of CayCo Ordinary Shares that will be issued in connection with the Merger and the FST Restructuring (the “Registration Statement Securities”). Each of SPAC and the Company Parties shall use its reasonable best efforts to (i) cause the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus, and (iii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Transactions and the FST Restructuring. In the event there is any tax opinion, comfort letter or other opinion required to be provided in connection with the Proxy Statement/Prospectus, notwithstanding anything to the contrary, neither this provision nor any other provision in this Agreement shall require counsel to the Company or SPAC or their respective tax advisors to provide an opinion that the Merger or the FST Restructuring qualifies as a registration statement transaction described in Section 351 of the Code or otherwise qualifies for the Intended Tax Treatment. The Company Parties also agree to use their best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions and the FST Restructuring, and the Company Parties shall furnish all information concerning the Company Parties or their respective shareholders as may be reasonably requested in connection with any such action. Each of SPAC and the Company agrees to furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement/Prospectus, a Current Report on Form S-3 8-K pursuant to the Exchange Act in connection with the Transactions and the FST Restructuring, or any other statement, filing, notice or application made by or on behalf of SPAC, the Company Parties or their respective Subsidiaries to any regulatory authority (Noincluding the applicable Stock Exchange) in connection with the Transactions and the FST Restructuring (the “Offer Documents”). 333-48141)SPAC will cause the Proxy Statement/Prospectus to be disseminated to the SPAC Shareholders, including a preliminary prospectus and prospectus supplement for in each case, promptly after the registration of the Notes Registration Statement is declared effective under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to CayCo as the "Registration Statement" filer and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering registrant of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not shall be responsible for and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering pay all of the Notes did notcost for the preparation, filing and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light mailing of the circumstances under which they were made not misleading, except that the representations Proxy Statement/Prospectus and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the other related notes thereto) of Financial Securityfees.

Registration Statement; Prospectus. The Seller has Sellers have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141___), including a preliminary prospectus and prospectus supplement for the registration of the Notes under the Securities Act, has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, prospectus together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) , are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller Sellers for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission on file pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller Sellers pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The As of the date hereof, the Registration Statement and Prospectus filed under the Securities Act or pursuant to the Rules and Regulations complies in all material respects with the Securities Act and the Rules and Regulations, and the Registration Statement at the time they it became effective and at all times subsequent thereto complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was filed under the Securities Act or the Rules and Regulations and at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof Closing Date does 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 in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.and

Registration Statement; Prospectus. The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 33333-4814199297), including a preliminary base prospectus and prospectus supplement for the registration of the Notes under the Securities Act, (the "Registration Statement") and Seller has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amendedAs used herein, if applicable) the term "Registration Statement" means the Registration Statement including the exhibits thereto and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, any material incorporated by reference therein pursuant to the Securities Act and the Exchange Act, and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"). "Prospectus" means the Base Prospectus dated October 31, as from time to time amended or supplemented 2002, that was filed pursuant to Rule 424(b) on November 12, 2002, together with the Prospectus Supplement, also dated October 31, 2002. "Prospectus Supplement" means the supplement to the Base Prospectus included in the Prospectus. As of the date hereof, the Registration Statement and Prospectus filed under the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by complies in all material respects with the Seller pursuant to Rule 424 of Securities Act and the Rules and Regulations), and the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they it became effective and at all times subsequent thereto complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was filed under the Securities Act or the Rules and Regulations and at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof Closing Date does 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 in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitytherein.

Registration Statement; Prospectus. The Seller Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 (No. 333-48141169789, which contains a base prospectus (the “Base Prospectus”), including a preliminary prospectus to be used in connection with the public offering and prospectus supplement for the registration sale of the Notes Notes. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been including any required information deemed to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and at the information, if any, deemed to be part thereof time of effectiveness pursuant to the rules and regulations of the Commission Rule 430B under the Securities Act (the "Rules and Regulations")“Rule 430B Information”) or the Securities Exchange Act of 1934, as from time to time amended or supplemented pursuant to amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Such Registration Statement (as so amended, if applicable) has become effective with the Commission and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or otherwise) are hereinafter referred pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as the "Registration Statement" amended, and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules rules and Regulations regulations promulgated thereunder (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations)collectively, the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after “1939 Act”). At the time it is first provided to respective times the Underwriters for such use. The Registration Statement at and any post-effective amendments thereto became or become effective, the time they became effective complied, Registration Statement and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note amendments and supplements thereto complied and will comply, comply in all material respects with the requirements of the Securities Act and the Rules and Regulations1939 Act. The At the respective times the Registration Statement and the Prospectus any post-effective amendments thereto became effective and at the time each Representation Date, the Registration Statement became effective and any amendments and supplements thereto did not and on the date hereof does not, will not contain an untrue staement 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 misleading. Notwithstanding the foregoing, the representations and warranties in the Prospectus at the time it was first provided preceding two sentences shall not apply to the Underwriters Statement of Eligibility of the Trustee on Form T-1 (the “Form T-1”) nor shall the representations and warranties in the preceding sentence apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in connection the Registration Statement, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 6(b) hereof. Any preliminary prospectus supplement to the Base Prospectus that describes the Notes and the offering thereof and is used prior to filing of the Prospectus is called, together with the offering Base Prospectus, a “preliminary prospectus.” The term “Prospectus” shall mean the final prospectus supplement relating to the Notes, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Securities Act after the date and time that this Underwriting Agreement is executed and delivered by the parties hereto (the “Execution Time”). At the date of the Notes Prospectus and at the Closing Time (as defined herein), the Prospectus and any amendments and supplements thereto did not, not and on the date hereof does not, contain any will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading. Notwithstanding the foregoing, except that the representations and warranties in this subparagraph the preceding sentence shall not apply to statements in or omissions from the Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Prospectus, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 6(b) hereof. Each preliminary prospectus and the Prospectus complied or will comply when filed pursuant to Rule 424(b) under the Securities Act in all material respects with the Securities Act and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, conform to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except for format and other variations permitted or required by Regulation S-T. Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. For purposes of this Agreement, all references to (i) the Indenture shall be deemed to include, as applicable, any indenture supplemental thereto, and (ii) the financial statements and schedules and other information which is “contained,” “included,” “referred to” or “stated” (or other references of like import) in the Registration Statement, the Disclosure Package (as defined below), the Prospectus or any preliminary prospectus made in reliance upon information furnished shall be deemed to the Seller in writing by Financial Security expressly for use therein or the mean and include all such financial statements (including and schedules and other information which is incorporated by reference in the related notes thereto) of Financial SecurityRegistration Statement, the Disclosure Package, the Prospectus or such preliminary prospectus, as the case may be.

Registration Statement; Prospectus. The Seller Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141)S-3, including and a related preliminary prospectus and prospectus supplement for the registration of the Certificates and the Notes under the Securities Act, has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such 20 25 additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) , are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller Company for use in connection with the offering of the Certificates or the Notes which differs from the Prospectus filed with on file at the Commission pursuant to Rule 424 of at the Rules and Regulations time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by the Seller Company pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The As of the date hereof, the Registration Statement and Prospectus filed under the Securities Act or pursuant to the Rules and Regulations complies in all material respects with the Securities Act and the Rules and Regulations, and the Registration Statement at the time they it became effective and at all times subsequent thereto complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note Certificate will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was filed under the Securities Act or the Rules and Regulations and at the time it was first provided to the Underwriters for use in connection with the offering of the Certificates and the Notes did not, and on the date hereof Closing Date does 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 in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller Company in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitytherein.

Registration Statement; Prospectus. The Seller has filed Holdings shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission SEC an amendment (the "Commission"“S-4 Amendment”) a to that registration statement on Form S-3 (S-4, dated July 21, 2011, File No. 333-48141171386 (the “S-4 Registration Statement”), including in form and substance mutually agreed by the Parties, containing a preliminary proxy statement/prospectus and prospectus supplement for prepared in connection with the registration of the Notes under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (of the "Rules and Regulations"), as from time to time amended or supplemented issuance of the shares of Holdings Stock pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided transactions contemplated by the Seller for use UANT/USMD Contribution and to be used in connection with the offering of MCNT Stockholder Vote (the Notes which differs from “Prospectus”). Holdings shall use its reasonable best efforts to have the Prospectus S-4 Registration Statement, as amended by the S-4 Amendment, declared effective under the Securities Act as promptly as practicable after it is filed with the Commission pursuant SEC and shall keep the S-4 Registration Statement, as amended by the S-4 Amendment, effective through the Closing (and the period during which any post-Closing adjustments to Rule 424 the Merger Consideration may be made). MCNT shall use its reasonable best efforts to cause the Prospectus to be disseminated to the MCNT Holders at the earliest practicable date after the effectiveness of the Rules S-4 Registration Statement, as amended by the S-4 Amendment. MCNT and Regulations (whether or not such revised prospectus is Ventures shall provide Holdings with all information relating to their respective entities required to be filed by included in the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The S-4 Registration Statement and the Prospectus S-4 Amendment as soon as reasonably practicable. If, at the any time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement of a material any fact or omit event relating to state a material fact required to MCNT, Impel, Ventures, Holdings or any of their Subsidiaries or Affiliates, which should be stated therein or necessary to make set forth in the statements therein not misleading and the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the S-4 Registration Statement or in an amendment or supplement thereto, should be discovered by MCNT, Impel, Holdings or Ventures, the Prospectus discovering Party shall, promptly after becoming aware thereof, inform the other Parties of such fact or event and Holdings shall provide the other Parties with a reasonable opportunity to review and comment on any preliminary prospectus made in reliance upon information furnished amendment or supplement to the Seller in writing by Financial Security expressly for use therein S-4 Registration Statement or Prospectus prior to it being filed with the financial statements (including the related notes thereto) of Financial SecuritySEC.

Registration Statement; Prospectus. The Seller Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 (No. 333-48141146582, which contains a base prospectus (the “Base Prospectus”), including a preliminary prospectus to be used in connection with the public offering and prospectus supplement for the registration sale of the Notes Debt Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been including any required information deemed to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and at the information, if any, deemed to be part thereof time of effectiveness pursuant to the rules and regulations of the Commission Rule 430B under the Securities Act (the "Rules and Regulations")“Rule 430B Information”) or the Securities Exchange Act of 1934, as from time to time amended or supplemented pursuant to amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Such registration statement (as so amended, if applicable) has become effective with the Commission and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or otherwise) are hereinafter referred pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as the "Registration Statement" amended, and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules rules and Regulations regulations promulgated thereunder (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations)collectively, the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after “1939 Act”). At the time it is first provided to respective times the Underwriters for such use. The Registration Statement at and any post-effective amendments thereto became or become effective, the time they became effective complied, Registration Statement and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note amendments and supplements thereto complied and will comply, comply in all material respects with the requirements of the Securities Act and the Rules and Regulations1939 Act. The At the respective times the Registration Statement and the Prospectus any post-effective amendments thereto became effective and at the time each Representation Date, the Registration Statement became effective and any amendments and supplements thereto did not and on the date hereof does not, will not contain an untrue staement 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 misleading. Notwithstanding the foregoing, the representations and warranties in the Prospectus at the time it was first provided preceding two sentences shall not apply to the Underwriters Statement of Eligibility of the Trustee on Form T-1 (the “Form T-1”) nor shall the representations and warranties in the preceding sentence apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use in connection the Registration Statement, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representative consists of the information described as such in Section 6 hereof. Any preliminary prospectus supplement to the Base Prospectus that describes the Debt Securities and the offering thereof and is used prior to filing of the Prospectus is called, together with the offering Base Prospectus, a “preliminary prospectus.” The term “Prospectus” shall mean the final prospectus supplement relating to the Debt Securities, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Securities Act after the date and time that this Underwriting Agreement is executed and delivered by the parties hereto (the “Execution Time”). At the date of the Notes Prospectus and at the Closing Time (as defined herein), the Prospectus and any amendments and supplements thereto did not, not and on the date hereof does not, contain any will not Table of Contents include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading. Notwithstanding the foregoing, except that the representations and warranties in this subparagraph the preceding sentence shall not apply to statements in or omissions from the Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use in the Prospectus, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representative consists of the information described as such in Section 6 hereof. Each preliminary prospectus and the Prospectus complied when filed pursuant to Rule 424(b) under the Securities Act in all material respects with the Securities Act and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Debt Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except for format and other variations permitted or required by Regulation S-T. Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. For purposes of this Agreement, all references to (i) the Indenture shall be deemed to include, as applicable, any indenture supplemental thereto, and (ii) the financial statements and schedules and other information which is “contained,” “included,” “referred to” or “stated” (or other references of like import) in the Registration Statement, the Disclosure Package (as defined below), the Prospectus or any preliminary prospectus made in reliance upon information furnished shall be deemed to the Seller in writing by Financial Security expressly for use therein or the mean and include all such financial statements (including and schedules and other information which is incorporated by reference in the related notes thereto) of Financial SecurityRegistration Statement, the Disclosure Package, the Prospectus or such preliminary prospectus, as the case may be.

Registration Statement; Prospectus. The Seller has A registration statement on Form S-3 (File No. 333-107033) and a related preliminary prospectus with respect to the Shares have been prepared and filed with the Securities and Exchange Commission (the "CommissionCOMMISSION") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for by the registration Company in conformity with the requirements of the Notes Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "SECURITIES ACT;" unless indicated to the contrary, all references herein to specific rules are rules promulgated under the Securities Act, ); and the Company has so prepared and has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, hereof and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) at the time it becomes effective and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"Rule 430A(b) and/or Rule 434), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) supplemented, are hereinafter referred to as the "Registration StatementREGISTRATION STATEMENT," and the "ProspectusPROSPECTUS," respectively, except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Seller Company for use in connection with the offering of the Notes Shares which differs from the Prospectus filed with on file at the Commission pursuant to Rule 424 of at the Rules and Regulations time the Registration Statement became or becomes effective (whether or not such revised prospectus is required to be filed by the Seller Company pursuant to Rule 424 of the Rules and Regulations-2- 424(b)), the term "Prospectus" Prospectus shall refer to such revised prospectus and prospectus supplement from and after the time it is first was provided to the Underwriters for such use. The Registration Statement at If the time they became effective compliedCompany elects to rely on Rule 434 of the Securities Act, all references to "Prospectus" shall be deemed to include, without limitation, the form of prospectus and at each time that the Prospectus is term sheet, taken together, provided to the Underwriters for use by the Company in connection accordance with the offering or sale of any Note will comply, in all material respects with the requirements Rule 434 of the Securities Act ("RULE 434 Prospectus"). Any registration statement (including any amendment or supplement thereto or information which is deemed part thereof) filed by the Company under Rule 462(b) ("RULE 462(b) REGISTRATION STATEMENT") shall be deemed to be part of the "Registration Statement" as defined herein, and any prospectus (including any amendment or supplement thereto or information which is deemed part thereof) included in such registration statement shall be deemed to be part of the "Prospectus," as defined herein, as appropriate. The Securities Exchange Act of 1934, as amended, and the Rules rules and Regulationsregulations of the Commission thereunder are hereinafter collectively referred to as the "EXCHANGE ACT." 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 Form S-3 under the Securities Act ("INCORPORATED DOCUMENTS"), as of the date of such preliminary prospectus or Prospectus, as the case may be. The Any document filed by the Company under the Exchange Act after the effective date of the Registration Statement or the date of the Prospectus and incorporated by reference in the Prospectus shall be deemed to be included in the Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on as of the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitysuch filing.

Registration Statement; Prospectus. The Seller Transferor has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141)28829) and Form S-3MEF (No. 333-44159) filed pursuant to Rule 462(b) of the Securities Act, including a preliminary prospectus and prospectus supplement for the registration of the Notes Securities under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the NotesSecurities, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")Act, as from time to time amended or supplemented pursuant to the Securities Act or otherwise) ), are hereinafter referred to as the "Registration Statement" and the "Prospectus," ", respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller Transferor for use in connection with the offering of the Notes Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules rules and Regulations regulations under the Securities Act (whether or not such revised prospectus is required to be filed by the Seller Transferor pursuant to Rule 424 of the Rules such rules and Regulationsregulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters Underwriter for such use. The Registration Statement at the time they it became effective complied, and at each time that the Prospectus is provided to the Underwriters Underwriter for use in connection with the offering or sale of any Note Securities will comply, in all material respects with the requirements of the Securities Act and the Rules rules and Regulationsregulations thereunder. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters Underwriter for use in connection with the offering of the Notes Securities did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.

Registration Statement; Prospectus. The Seller has filed with Company meets the Securities and Exchange Commission (the "Commission") a registration statement on requirements for use of Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration of the Notes F-3 under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement and the Prospectus, at the time they the Registration Statement became effective compliedeffective, and at each time that complied and, as of the Prospectus is provided applicable Representation Date, will comply as to the Underwriters for use in connection with the offering or sale of any Note will comply, form in all material respects with the requirements of the Securities Act and the Rules rules and Regulationsregulations thereunder. The Registration Statement and the Prospectus Statement, at the time the Registration Statement it became effective effective, did not and on and, as of the date hereof does notapplicable Representation Date, will not contain an untrue staement 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 misleading. As of the applicable Representation Date, the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, any applicable Issuer Free Writing Prospectuses will not contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading. At the time they were or hereafter are filed with the Commission and at the time of any sale of Notes pursuant to this Agreement, except that the Base Prospectus, as amended and supplemented, any Prospectus Supplement (including any related Preliminary Pricing Supplement), any Permitted Free Writing Prospectuses and any Final Term Sheets (as defined herein) (together, the “Disclosure Package”), when taken together as a whole, did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subparagraph subsection shall not apply to statements in or omissions from the Registration Statement or the Statement, Prospectus, any Issuer Free Writing Prospectus or any preliminary prospectus Final Term Sheet made in reliance upon and in conformity with information furnished to the Seller Company in writing by Financial Security any of you expressly for use therein in the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or the financial statements (including the related notes thereto) of Financial Securityany Final Term Sheet.

Registration Statement; Prospectus. The Seller has filed Holdings shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission SEC an amendment (the "Commission"“S-4 Amendment”) a to that registration statement on Form S-3 (S-4, dated July 21, 2011, File No. 333-48141171386 (the “S-4 Registration Statement”), including in form and substance mutually agreed by the Parties, containing a preliminary proxy statement/prospectus and prospectus supplement for prepared in connection with the registration of the Notes under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (of the "Rules and Regulations"), as from time to time amended or supplemented issuance of the shares of Holdings Stock pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided transactions contemplated by the Seller for use UANT/USMD Contribution and to be used in connection with the offering of Impel Stockholder Vote (the Notes which differs from “Prospectus”). Holdings shall use its reasonable best efforts to have the Prospectus S-4 Registration Statement, as amended by the S-4 Amendment, declared effective under the Securities Act as promptly as practicable after it is filed with the Commission pursuant SEC and shall keep the S-4 Registration Statement, as amended by the S-4 Amendment, effective through the Closing (and the period during which any post-Closing adjustments to Rule 424 the Merger Consideration may be made). Impel shall use its reasonable best efforts to cause the Prospectus to be disseminated to the Impel Holders at the earliest practicable date after the effectiveness of the Rules S-4 Registration Statement, as amended by the S-4 Amendment. Impel and Regulations (whether or not such revised prospectus is Ventures shall provide Holdings with all information relating to their respective entities required to be filed by included in the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The S-4 Registration Statement and the Prospectus S-4 Amendment as soon as reasonably practicable. If, at the any time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement of a material any fact or omit event relating to state a material fact required to Impel, MCNT, Ventures, Holdings or any of their Subsidiaries or Affiliates, which should be stated therein or necessary to make set forth in the statements therein not misleading and the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the S-4 Registration Statement or in an amendment or supplement thereto, should be discovered by Impel, MCNT, Holdings or Ventures, the Prospectus discovering Party shall, promptly after becoming aware thereof, inform the other Parties of such fact or event and Holdings shall provide the other Parties with a reasonable opportunity to review and comment on any preliminary prospectus made in reliance upon information furnished amendment or supplement to the Seller in writing by Financial Security expressly for use therein S-4 Registration Statement or Prospectus prior to it being filed with the financial statements (including the related notes thereto) of Financial SecuritySEC.

Registration Statement; Prospectus. The Seller Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 (No. 333-48141213992, which contains a base prospectus (the “Base Prospectus”), including a preliminary prospectus to be used in connection with the public offering and prospectus supplement for the registration sale of the Notes Notes. Such registration statement, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been including any required information deemed to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and at the information, if any, deemed to be part thereof time of effectiveness pursuant to the rules and regulations of the Commission Rule 430B under the Securities Act (the "Rules and Regulations")“Rule 430B Information”) or the Securities Exchange Act of 1934, as from time to time amended or supplemented pursuant to amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Such Registration Statement (as so amended, if applicable) has become effective with the Commission and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or otherwise) are hereinafter referred pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as the "Registration Statement" amended, and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules rules and Regulations regulations promulgated thereunder (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations)collectively, the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after “1939 Act”). At the time it is first provided to respective times the Underwriters for such use. The Registration Statement at and any post-effective amendments thereto became or become effective, the time they became effective complied, Registration Statement and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note amendments and supplements thereto complied and will comply, comply in all material respects with the requirements of the Securities Act and the Rules and Regulations1939 Act. The At the respective times the Registration Statement and the Prospectus any post-effective amendments thereto became effective and at the time each Representation Date, the Registration Statement became effective and any amendments and supplements thereto did not and on the date hereof does not, will not contain an untrue staement 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 misleading. Notwithstanding the foregoing, the representations and warranties in the Prospectus at the time it was first provided preceding two sentences shall not apply to the Underwriters Statement of Eligibility of the Trustee on Form T-1 (the “Form T-1”) nor shall the representations and warranties in the preceding sentence apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in connection the Registration Statement, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 6(b) hereof. Any preliminary prospectus supplement to the Base Prospectus that describes the Notes and the offering thereof and is used prior to filing of the Prospectus is called, together with the offering Base Prospectus, a “preliminary prospectus.” The term “Prospectus” shall mean the final prospectus supplement relating to the Notes, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Securities Act after the date and time that this Underwriting Agreement is executed and delivered by the parties hereto (the “Execution Time”). At the date of the Notes Prospectus and at the Closing Time (as defined herein), the Prospectus and any amendments and supplements thereto did not, not and on the date hereof does not, contain any will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading. Notwithstanding the foregoing, except that the representations and warranties in this subparagraph the preceding sentence shall not apply to statements in or omissions from the Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Prospectus, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 6(b) hereof. Each preliminary prospectus and the Prospectus complied or will comply when filed pursuant to Rule 424(b) under the Securities Act in all material respects with the Securities Act and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, conform to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except for format and other variations permitted or required by Regulation S-T. Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. For purposes of this Agreement, all references to (i) the Indenture shall be deemed to include, as applicable, any indenture supplemental thereto, and (ii) the financial statements and schedules and other information which is “contained,” “included,” “referred to” or “stated” (or other references of like import) in the Registration Statement, the Disclosure Package (as defined below), the Prospectus or any preliminary prospectus made in reliance upon information furnished shall be deemed to the Seller in writing by Financial Security expressly for use therein or the mean and include all such financial statements (including and schedules and other information which is incorporated by reference in the related notes thereto) of Financial SecurityRegistration Statement, the Disclosure Package, the Prospectus or such preliminary prospectus, as the case may be.

Registration Statement; Prospectus. The Seller has Sellers have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141.___), including a preliminary prospectus and prospectus supplement for the registration of the Notes under the Securities Act, has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, prospectus together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) , are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller Sellers for use in connection with the offering of the Notes which differs from the Prospectus filed with on file at the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller Sellers pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The As of the date hereof, the Registration Statement and Prospectus filed under the Securities Act or pursuant to the Rules and Regulations complies in all material respects with the Securities Act and the Rules and Regulations, and the Registration Statement at the time they it became effective and at all times subsequent thereto complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was filed under the Securities Act or the Rules and Regulations and at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof Closing Date does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.material

Registration Statement; Prospectus. The Seller Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Act that has been filed with the Securities Commission not earlier than three years prior to the date hereof and Exchange no notice of objection of the Commission (to the "Commission") a use of such registration statement on Form S-3 (No. 333or any post-48141), including a preliminary prospectus and prospectus supplement for the registration of the Notes effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No stop order suspending the effectiveness of the Registration Statement has been issued under the Act or the Exchange Act, has filed such amendments theretoas applicable, and no proceedings for such amended preliminary prospectuses and prospectus supplements as may purpose have been required instituted or are pending before or, to the date hereofbest knowledge of the Company, are contemplated or threatened by the Commission, and will file such any request on the part of the Commission for additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be requiredinformation has been complied with. Such registration statement (as amendedThe Registration Statement conforms, if applicable) and the prospectus, together with the prospectus supplement relating Prospectus and any further amendments or supplements to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein Registration Statement and the informationProspectus will conform, if any, deemed in all material respects to be part thereof pursuant to the requirements of the Act and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective compliedthereunder, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did do not and on the date hereof does not, will not contain an untrue staement 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 the Prospectus (A) at the time the Registration Statement became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) on any Closing Date as to the Prospectus and (D) on the Closing Date, 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, it was first provided being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof; the Pricing Prospectus delivered to the Underwriters for use in connection with the Offering contemplated herein and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”), except to the extent permitted by Regulation S-T. If at any time when Offered Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Offered Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes did not, and on Offered Securities to continue as contemplated in the date hereof does not, contain any untrue registration statement of a material fact or omit to state a material fact necessary to make that was the statements therein in light subject of the circumstances under Rule 401(g)(2) notice or for which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply Company has otherwise become ineligible. References herein to statements in or omissions from the Registration Statement shall include such new registration statement or post-effective amendment, as the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitycase may be.

Registration Statement; Prospectus. The Seller Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 (File No. 333-48141270365), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a preliminary prospectus and prospectus supplement for part thereof at the registration time of effectiveness pursuant to Rule 430B of the Notes under Securities Act or the Securities ActExchange Act of 1934, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectusrules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement”. Any preliminary prospectus supplement to the Base Prospectus that describes the Securities and the offering thereof and is used prior to filing of the Prospectus (as defined below) is called, together with the Base Prospectus, a “preliminary prospectus”. The term “Prospectus” shall mean the final prospectus supplement relating to the NotesSecurities, constituting a part thereof (including in each case all documentstogether with the Base Prospectus, if anythat is first filed pursuant to Rule 424(b) of the Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto. Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein and pursuant to Item 12 of Form S-3 under the information, if any, Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be part thereof deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. All references in this Agreement to the Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval System (“XXXXX”). The Registration Statement became effective upon filing under Rule 462(e) of the rules and regulations of the Commission under the Securities Act (“Rule 462(e)”) on March 8, 2023, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). At the "Rules respective times the Registration Statement and Regulations")each amendment thereto became effective, as from time at each deemed effective date with respect to time amended or supplemented the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act or otherwise) are hereinafter referred to Regulations and at the Closing Date (as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulationsdefined below), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, complied and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, comply in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement Trust Indenture Act of 1939, as amended, and the Prospectus at rules and regulations promulgated thereunder (collectively, the time the Registration Statement became effective “Trust Indenture Act”) and did not and on the date hereof does not, will not contain an untrue staement 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 misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus (including the prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) and the Prospectus at complied when so filed in all material respects with the time it was first provided Securities Act and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the offering of electronically transmitted copies thereof filed with the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit Commission pursuant to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleadingXXXXX, except to the extent permitted by Regulation S-T. There are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Disclosure Package (as defined below) or the Prospectus and that have not been so filed as exhibits to the Registration Statement or described in the Registration Statement, the Disclosure Package and the Prospectus. The representations and warranties in this subparagraph shall subsection do not apply to statements in or omissions from the Registration Statement or Statement, the Prospectus or any preliminary prospectus made or any amendments or supplements thereto based upon and in reliance upon conformity with written information furnished to the Seller in writing Company by Financial Security expressly any Underwriter through the Representatives specifically for use therein therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the financial statements (including the related notes theretoinformation described as such in Section 7(b) of Financial Securityhereof.

Registration Statement; Prospectus. The Seller Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 (No. 333-48141267757), including which contains a preliminary base prospectus (the “Base Prospectus”), to be used in connection with the public offering and prospectus supplement for the registration sale of the Notes Notes. Such registration statement, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been including any required information deemed to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and at the information, if any, deemed to be part thereof time of effectiveness pursuant to the rules and regulations of the Commission Rule 430B under the Securities Act (the "Rules and Regulations")“Rule 430B Information”) or the Securities Exchange Act of 1934, as from time to time amended or supplemented pursuant to amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Such Registration Statement (as so amended, if applicable) has become effective with the Commission and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or otherwise) are hereinafter referred pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as the "Registration Statement" amended, and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules rules and Regulations regulations promulgated thereunder (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations)collectively, the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after “1939 Act”). At the time it is first provided to respective times the Underwriters for such use. The Registration Statement at and any post-effective amendments thereto became or become effective, the time they became effective complied, Registration Statement and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note amendments and supplements thereto complied and will comply, comply in all material respects with the requirements of the Securities Act and the Rules and Regulations1939 Act. The At the respective times the Registration Statement and the Prospectus any post-effective amendments thereto became effective and at the time each Representation Date, the Registration Statement became effective and any amendments and supplements thereto did not and on the date hereof does not, will not contain an untrue staement 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 misleading. Notwithstanding the foregoing, the representations and warranties in the Prospectus at the time it was first provided preceding two sentences shall not apply to the Underwriters Statement of Eligibility of the Trustee on Form T-1 (the “Form T-1”) nor shall the representations and warranties in the preceding sentence apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in connection the Registration Statement, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 6(b) hereof. Any preliminary prospectus supplement to the Base Prospectus that describes the Notes and the offering thereof and is used prior to filing of the Prospectus is called, together with the offering Base Prospectus, a “preliminary prospectus.” The term “Prospectus” shall mean the final prospectus supplement relating to the Notes, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Securities Act after the date and time that this Underwriting Agreement is executed and delivered by the parties hereto (the “Execution Time”). At the date of the Notes Prospectus and at the Closing Time (as defined herein), the Prospectus and any amendments and supplements thereto did not, not and on the date hereof does not, contain any will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading. Notwithstanding the foregoing, except that the representations and warranties in this subparagraph the preceding sentence shall not apply to statements in or omissions from the Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Prospectus, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 6(b) hereof. The Registration Statement, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the Securities Act Regulations (as defined herein), the Applicable Time and the Closing Time, complied and will comply in all material respects with the requirements of the Securities Act and the rules and regulations thereunder (the “Securities Act Regulations”). Each preliminary prospectus and the Prospectus complied or will comply when filed pursuant to Rule 424(b) under the Securities Act in all material respects with the Securities Act and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, conform to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except for format and other variations permitted or required by Regulation S-T. Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. For purposes of this Underwriting Agreement, all references to (i) the Indenture shall be deemed to include, as applicable, any indenture supplemental thereto, and (ii) the financial statements and schedules and other information which is “contained,” “included,” “referred to” or “stated” (or other references of like import) in the Registration Statement, the Disclosure Package (as defined below), the Prospectus or any preliminary prospectus made in reliance upon information furnished shall be deemed to the Seller in writing by Financial Security expressly for use therein or the mean and include all such financial statements (including and schedules and other information which is incorporated by reference in the related notes thereto) of Financial SecurityRegistration Statement, the Disclosure Package, the Prospectus or such preliminary prospectus, as the case may be.

Registration Statement; Prospectus. The Seller Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 (File No. 333-48141171126), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a preliminary prospectus and prospectus supplement for part thereof at the registration time of effectiveness pursuant to Rule 430B of the Notes under Securities Act or the Securities ActExchange Act of 1934, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectusrules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement”. Any preliminary prospectus supplement to the Base Prospectus that describes the Securities and the offering thereof and is used prior to filing of the Prospectus is called, together with the Base Prospectus, a “preliminary prospectus”. The term “Prospectus” shall mean the final prospectus supplement relating to the NotesSecurities, constituting a part thereof (including in each case all documentstogether with the Base Prospectus, if anythat is first filed pursuant to Rule 424(b) of the Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto. Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein and pursuant to Item 12 of Form S-3 under the information, if any, Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be part thereof deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. All references in this Agreement to the Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Registration Statement became effective upon filing under Rule 462(e) of the rules and regulations of the Commission under the Securities Act (“Rule 462(e)”) on December 13, 2010, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). At the "Rules respective times the Registration Statement and Regulations")each amendment thereto became effective, as from time at each deemed effective date with respect to time amended or supplemented the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act or otherwise) are hereinafter referred to Regulations and at the Closing Date (as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulationsdefined below), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, complied and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, comply in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement Trust Indenture Act of 1939 and the Prospectus at rules and regulations promulgated thereunder (collectively, the time the Registration Statement became effective “Trust Indenture Act”) and did not and on the date hereof does not, will not contain an untrue staement 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 misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus (including the prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) and the Prospectus at complied when so filed in all material respects with the time it was first provided Securities Act and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the offering of electronically transmitted copies thereof filed with the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit Commission pursuant to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleadingXXXXX, except to the extent permitted by Regulation S-T. There are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Disclosure Package or the Prospectus and that have not been so filed as exhibits to the Registration Statement or described in the Registration Statement, the Disclosure Package and the Prospectus. The representations and warranties in this subparagraph shall subsection do not apply to statements in or omissions from the Registration Statement or Statement, the Prospectus or any preliminary prospectus made or any amendments or supplements thereto based upon and in reliance upon conformity with written information furnished to the Seller in writing Company by Financial Security expressly any Underwriter through the Representatives specifically for use therein therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the financial statements (including the related notes thereto) of Financial Securityinformation described as such in Section 7 hereof.

Registration Statement; Prospectus. The Seller Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 (File No. 333-48141205183), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a preliminary prospectus and prospectus supplement for part thereof at the registration time of effectiveness pursuant to Rule 430B of the Notes under Securities Act or the Securities ActExchange Act of 1934, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectusrules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement”. Any preliminary prospectus supplement to the Base Prospectus that describes the Securities and the offering thereof and is used prior to filing of the Prospectus (as defined below) is called, together with the Base Prospectus, a “preliminary prospectus”. The term “Prospectus” shall mean the final prospectus supplement relating to the NotesSecurities, constituting a part thereof (including in each case all documentstogether with the Base Prospectus, if anythat is first filed pursuant to Rule 424(b) of the Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto. Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein and pursuant to Item 12 of Form S-3 under the information, if any, Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be part thereof deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. All references in this Agreement to the Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Registration Statement became effective upon filing under Rule 462(e) of the rules and regulations of the Commission under the Securities Act (“Rule 462(e)”) on June 24, 2015, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). At the "Rules respective times the Registration Statement and Regulations")each amendment thereto became effective, as from time at each deemed effective date with respect to time amended or supplemented the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act or otherwise) are hereinafter referred to Regulations and at the Closing Date (as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulationsdefined below), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, complied and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, comply in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement Trust Indenture Act of 1939, as amended, and the Prospectus at rules and regulations promulgated thereunder (collectively, the time the Registration Statement became effective “Trust Indenture Act”) and did not and on the date hereof does not, will not contain an untrue staement 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 misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus (including the prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) and the Prospectus at complied when so filed in all material respects with the time it was first provided Securities Act and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the offering of electronically transmitted copies thereof filed with the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit Commission pursuant to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleadingXXXXX, except to the extent permitted by Regulation S-T. There are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Disclosure Package (as defined below) or the Prospectus and that have not been so filed as exhibits to the Registration Statement or described in the Registration Statement, the Disclosure Package and the Prospectus. The representations and warranties in this subparagraph shall subsection do not apply to statements in or omissions from the Registration Statement or Statement, the Prospectus or any preliminary prospectus made or any amendments or supplements thereto based upon and in reliance upon conformity with written information furnished to the Seller in writing Company by Financial Security expressly any Underwriter through the Representatives specifically for use therein therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the financial statements (including the related notes thereto) of Financial Securityinformation described as such in Section 7 hereof.

Registration Statement; Prospectus. The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141106649), including a preliminary base prospectus and prospectus supplement for the registration of the Notes under the Securities Act, (the "Registration Statement") and Seller has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amendedAs used herein, if applicable) the term "Registration Statement" means the Registration Statement including the exhibits thereto and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, any material incorporated by reference therein pursuant to the Securities Act and the Exchange Act, and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"). "Prospectus" means the Base Prospectus dated August 5, as from time to time amended or supplemented 2003, that was filed pursuant to Rule 424(b) on August 19, 2003, together with the Prospectus Supplement, also dated August 5, 2003. "Prospectus Supplement" means the supplement to the Base Prospectus included in the Prospectus. As of the date hereof, the Registration Statement and Prospectus filed under the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by complies in all material respects with the Seller pursuant to Rule 424 of Securities Act and the Rules and Regulations), and the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they it became effective and at all times subsequent thereto complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was filed under the Securities Act or the Rules and Regulations and at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof Closing Date does 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 in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitytherein.

Registration Statement; Prospectus. The Seller has ---------------------------------- information supplied by Imprints Plus and/or its Key Stockholders for inclusion in the S-4 registration statement to be filed with the Securities SEC by Acquiror in connection with the issuance of Acquiror Common Stock and Exchange Commission (the "Commission") Acquiror Preferred Stock in or as a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration result of the Notes under the Securities Act, has filed such amendments thereto, and such Merger (as supplemented or amended preliminary prospectuses and prospectus supplements as may have been required prior to the date hereofEffective Time, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement ) shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became is filed with the SEC and at the time it becomes effective did not and on under the date hereof does not, Securities Act contain an any untrue staement statement of a material fact or factor omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading and the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did nottherein, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made are made, not misleading. The information supplied by Imprints Plus and/or its Key Stockholders for inclusion in the proxy statement or information statement of Imprints Plus and prospectus of Acquiror in connection with the Merger (as supplemented or amended prior to the Effective Time, except that the representations "Prospectus") shall not, on the date the Prospectus is first mailed to Imprints Plus' Stockholders or at the Effective Time contain any untrue statement of a material fact. The proxy statement or information statement relating to this agreement and warranties the Contemplated Transactions (as supplemented or amended prior to the Effective Time) will comply as to form in this subparagraph shall not apply all material respects with the provisions of all applicable federal and state laws. If, at any time prior to statements the Effective Time, any event relating to Imprints Plus or any of its affiliates, officers, directors or Stockholders should be discovered by Imprints Plus which is required to be set forth in or omissions from an amendment to the Registration Statement or a supplement to the Prospectus Prospectus, Imprints Plus shall promptly inform Acquiror. Notwithstanding the foregoing, Imprints Plus makes no representation or warranty with respect to any information supplied by BF Acquisition Group, FundraisingDirect or Acquiror, or any preliminary prospectus made of their respective Stockholders, that is contained in reliance upon information furnished to any of the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securityforegoing documents.

Registration Statement; Prospectus. The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-4814162784), including a preliminary base prospectus and prospectus supplement for the registration of the Notes under the Securities Act, (the "Original Registration Statement") and an abbreviated registration statement on Form S-3 (No. 333-84062) pursuant to Rule 462(b) under the Securities Act (the "Rule 462(b) Registration Statement"), and Seller has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amendedAs used herein, if applicablethe term "Registration Statement" means the Original Registration Statement, including the Rule 462(b) Registration Statement, at their respective effective dates, including the exhibits thereto and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, any material incorporated by reference therein pursuant to the Securities Act and the Exchange Act, and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"). In addition, "Base Prospectus" means the base prospectus included in the Registration Statement, as from amended at the time to time amended or supplemented of the filing of the Prospectus. "Prospectus" means the Base Prospectus dated March 12, 2002, that was filed pursuant to Rule 424(b) on March 18, 2002, together with the Prospectus Supplement, also dated March 12, 2002. "Prospectus Supplement" means the supplement to the Base Prospectus included in the Prospectus. As of the date hereof, the Registration Statement and Prospectus filed under the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by complies in all material respects with the Seller pursuant to Rule 424 of Securities Act and the Rules and Regulations), and the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they it became effective and at all times subsequent thereto complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was filed under the Securities Act or the Rules and Regulations and at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof Closing Date does 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 in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitytherein.

Registration Statement; Prospectus. The Seller Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 (No. 333-48141213992), including which contains a preliminary base prospectus (the “Base Prospectus”), to be used in connection with the public offering and prospectus supplement for the registration sale of the Notes Notes. Such registration statement, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been including any required information deemed to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and at the information, if any, deemed to be part thereof time of effectiveness pursuant to the rules and regulations of the Commission Rule 430B under the Securities Act (the "Rules and Regulations")“Rule 430B Information”) or the Securities Exchange Act of 1934, as from time to time amended or supplemented pursuant to amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Such Registration Statement (as so amended, if applicable) has become effective with the Commission and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or otherwise) are hereinafter referred pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as the "Registration Statement" amended, and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules rules and Regulations regulations promulgated thereunder (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations)collectively, the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after “1939 Act”). At the time it is first provided to respective times the Underwriters for such use. The Registration Statement at and any post-effective amendments thereto became or become effective, the time they became effective complied, Registration Statement and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note amendments and supplements thereto complied and will comply, comply in all material respects with the requirements of the Securities Act and the Rules and Regulations1939 Act. The At the respective times the Registration Statement and the Prospectus any post-effective amendments thereto became effective and at the time each Representation Date, the Registration Statement became effective and any amendments and supplements thereto did not and on the date hereof does not, will not contain an untrue staement 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 misleading. Notwithstanding the foregoing, the representations and warranties in the Prospectus at the time it was first provided preceding two sentences shall not apply to the Underwriters Statement of Eligibility of the Trustee on Form T-1 (the “Form T-1”) nor shall the representations and warranties in the preceding sentence apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in connection the Registration Statement, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 6(b) hereof. Any preliminary prospectus supplement to the Base Prospectus that describes the Notes and the offering thereof and is used prior to filing of the Prospectus is called, together with the offering Base Prospectus, a “preliminary prospectus.” The term “Prospectus” shall mean the final prospectus supplement relating to the Notes, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Securities Act after the date and time that this Underwriting Agreement is executed and delivered by the parties hereto (the “Execution Time”). At the date of the Notes Prospectus and at the Closing Time (as defined herein), the Prospectus and any amendments and supplements thereto did not, not and on the date hereof does not, contain any will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading. Notwithstanding the foregoing, except that the representations and warranties in this subparagraph the preceding sentence shall not apply to statements in or omissions from the Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Prospectus, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 6(b) hereof. Each preliminary prospectus and the Prospectus complied or will comply when filed pursuant to Rule 424(b) under the Securities Act in all material respects with the Securities Act and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, conform to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except for format and other variations permitted or required by Regulation S-T. Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. For purposes of this Agreement, all references to (i) the Indenture shall be deemed to include, as applicable, any indenture supplemental thereto, and (ii) the financial statements and schedules and other information which is “contained,” “included,” “referred to” or “stated” (or other references of like import) in the Registration Statement, the Disclosure Package (as defined below), the Prospectus or any preliminary prospectus made in reliance upon information furnished shall be deemed to the Seller in writing by Financial Security expressly for use therein or the mean and include all such financial statements (including and schedules and other information which is incorporated by reference in the related notes thereto) of Financial SecurityRegistration Statement, the Disclosure Package, the Prospectus or such preliminary prospectus, as the case may be.

Registration Statement; Prospectus. The Seller Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141)S-1, including and a related preliminary prospectus and prospectus supplement for the registration of the Certificates and the Notes under the Securities Act, has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such 25 additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) , are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller Company for use in connection with the offering of the Certificates or the Notes which differs from the Prospectus filed with on file at the Commission pursuant to Rule 424 of at the Rules and Regulations time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by the Seller Company pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters Underwriter for such use. The As of the date hereof, the Registration Statement and Prospectus filed under the Securities Act or pursuant to the Rules and Regulations complies in all material respects with the Securities Act and the Rules and Regulations, and the Registration Statement at the time they it became effective and at all times subsequent thereto complied, and at each time that the Prospectus is provided to the Underwriters Underwriter for use in connection with the offering or sale of any Note Certificate will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was filed under the Securities Act or the Rules and Regulations and at the time it was first provided to the Underwriters for use in connection with the offering of the Certificates and the Notes did not, and on the date hereof Closing Date does 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 in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller Company in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitytherein.

Registration Statement; Prospectus. The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (NoJoint Proxy Statement. 333-48141), including a preliminary prospectus and prospectus supplement for the registration None of the Notes under the Securities Actinformation supplied or to be supplied by CBH, has filed such amendments theretoErye or CBC for inclusion in, and such amended preliminary prospectuses none of the information regarding CBH and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, its Subsidiaries incorporated by reference therein and in, the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission registration statement under the Securities Act registering the NeoStem Common Stock to be issued pursuant to the Merger and the shares of common stock, par value $1.00 per share, of CBC (the "Rules and RegulationsCBC Common Stock"), as from time ) to time amended or supplemented be issued pursuant to the Securities Act or otherwise) are hereinafter Spin-Off (such registration statement, as amended by any amendments thereto, being referred to herein as the "Registration Statement" ") or the prospectus/joint proxy statement to be sent to the stockholders of NeoStem and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use CBH in connection with the offering annual meeting of stockholders of NeoStem at which such stockholders will be asked to approve the issuance of NeoStem Common Stock pursuant to the Merger (the "NeoStem Annual Meeting") and the special meeting of the Notes stockholders of CBH at which differs from such stockholders will be asked to approve the Prospectus filed with Spin-Off, the Commission pursuant Merger and this Agreement (the "CBH Special Meeting") (such prospectus/joint proxy statement, as amended by any amendments thereto, being referred to Rule 424 of herein as the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations"Prospectus/Joint Proxy Statement"), the term "Prospectus" shall refer to such revised prospectus including all amendments and prospectus supplement from and after the time it is first provided supplements to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and Prospectus/Joint Proxy Statement, shall, in the Prospectus case of the Registration Statement, at the time the Registration Statement became becomes effective did not and, in the case of the Prospectus/Joint Proxy Statement, on the date or dates the Prospectus/Joint Proxy Statement is first mailed to NeoStem and CBH stockholders and on the date hereof does notor dates of the NeoStem Annual Meeting and the CBH Special Meeting, contain an any untrue staement 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 not misleading and therein, in the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made made, not misleading. CBH and Erye will supply NeoStem with all business, except that the representations financial, legal, management and warranties other information required for inclusion in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitya Form S-4 under SEC rules.

Registration Statement; Prospectus. The Seller A registration statement on Form S-3 (File No. 333-123903), including a related preliminary prospectus, with respect to the Shares has been prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for by the registration Company in conformity with the requirements of the Notes Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act;” unless indicated to the contrary, all references herein to specific rules are rules promulgated under the Securities Act, ); and the Company has so prepared and has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, hereof and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) at the time it became effective and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"Rule 430A(b) and/or Rule 434), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) supplemented, are hereinafter referred to as the "“Registration Statement" ,” and the "“Prospectus," ” respectively, except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Seller Company for use in connection with the offering of the Notes Shares which differs from the Prospectus filed with on file at the Commission pursuant to Rule 424 of at the Rules and Regulations time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by the Seller Company pursuant to Rule 424 of the Rules and Regulations424(b)), the term "Prospectus" Prospectus shall refer to such revised prospectus and prospectus supplement from and after the time it is first was provided to the Underwriters for such use. The Registration Statement at If the time they became effective compliedCompany elects to rely on Rule 434 of the Securities Act, all references to “Prospectus” shall be deemed to include, without limitation, the form of prospectus and at each time that the Prospectus is term sheet, taken together, provided to the Underwriters for use by the Company in connection accordance with the offering or sale of any Note will comply, in all material respects with the requirements Rule 434 of the Securities Act (“Rule 434 Prospectus”). Any registration statement (including any amendment or supplement thereto or information which is deemed part thereof) filed by the Company under Rule 462(b) (“Rule 462(b) Registration Statement”) shall be deemed to be part of the “Registration Statement” as defined herein, and any prospectus (including any amendment or supplement thereto or information which is deemed part thereof) included in such registration statement shall be deemed to be part of the “Prospectus,” as defined herein, as appropriate. The Securities Exchange Act of 1934, as amended, and the Rules rules and Regulationsregulations of the Commission thereunder are hereinafter collectively referred to as the “Exchange Act.” 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 Form S-3 under the Securities Act (“Incorporated Documents”), as of the date of such preliminary prospectus or Prospectus, as the case may be. The Any document filed by the Company under the Exchange Act after the effective date of the Registration Statement or the date of the Prospectus and incorporated by reference in the Prospectus shall be deemed to be included in the Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on as of the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitysuch filing.

Registration Statement; Prospectus. The Seller Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 (No. 333-48141169789, which contains a base prospectus (the “Base Prospectus”), including a preliminary prospectus to be used in connection with the public offering and prospectus supplement for the registration sale of the Notes Notes. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been including any required information deemed to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and at the information, if any, deemed to be part thereof time of effectiveness pursuant to the rules and regulations of the Commission Rule 430B under the Securities Act (the "Rules and Regulations")“Rule 430B Information”) or the Securities Exchange Act of 1934, as from time to time amended or supplemented pursuant to amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Such Registration Statement (as so amended, if applicable) has become effective with the Commission and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or otherwise) are hereinafter referred pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as the "Registration Statement" amended, and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules rules and Regulations regulations promulgated thereunder (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations)collectively, the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after “1939 Act”). At the time it is first provided to respective times the Underwriters for such use. The Registration Statement at and any post-effective amendments thereto became or become effective, the time they became effective complied, Registration Statement and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note amendments and supplements thereto complied and will comply, comply in all material respects with the requirements of the Securities Act and the Rules and Regulations1939 Act. The At the respective times the Registration Statement and the Prospectus any post-effective amendments thereto became effective and at the time each Representation Date, the Registration Statement became effective and any amendments and supplements thereto did not and on the date hereof does not, will not contain an untrue staement 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 misleading. Notwithstanding the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did notforegoing, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph the preceding two sentences shall not apply to the Statement of Eligibility of the Trustee on Form T-1 (the “Form T-1”) nor shall the representations and warranties in the preceding sentence apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon and in conformity with written information furnished to the Seller in writing Company by Financial Security any Underwriter through the Representatives expressly for use therein in the Registration Statement, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the financial statements (including Representatives consists of the related notes theretoinformation described as such in Section 6(b) hereof. Any preliminary prospectus supplement to the Base Prospectus that describes the Notes and the offering thereof and is used prior to filing of Financial Security.the Prospectus is

Registration Statement; Prospectus. The Seller has filed with No stop order suspending the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration effectiveness of the Notes under Registration Statement has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission. The Registration Statement, as of each Effective Date, conformed or will conform in all material respects to the requirements of the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")promulgated thereunder and, as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectivelyof each Effective Date, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did does not and on the date hereof does not, will not contain an untrue staement 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 misleading; and the Prospectus at Prospectus, as of its original issue date, as of the time it was first provided date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Underwriters for use in connection Commission under the Securities Act, as of each Applicable Time and Settlement Date and as of the date of any other amendment or supplement thereto, including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, but excluding the filing of a Current Report on Form 8-K (other than a Current Report on Form 8-K related to the offering of the Notes did notCommon Shares hereunder) or a prospectus supplement relating to securities other than the Common Shares, conforms or will conform in all material respects to the requirements of the Securities Act and on the date hereof rules and regulations of the Commission promulgated thereunder and, as of such respective dates, does not, not and will not contain any an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading; provided, except however, that the representations this representation and warranties in this subparagraph warranty shall not apply to any statements in or omissions from made in reliance upon and in conformity with information furnished in writing to the Company by the Manager expressly for use in the Prospectus as described in Section 6.02 hereof. As used herein, with respect to the Registration Statement, the term “Effective Date” means, as of a specified time, (i) the date that the Registration Statement or the Prospectus most recent post-effective amendment thereto was or is declared effective by the Commission under the Securities Act, (ii) the date that the Company’s Annual Report on Form 10-K for its most recently completed fiscal year is filed with the Commission under the Exchange Act, and (iii) any preliminary prospectus made in reliance upon information furnished deemed effective date with respect to the Seller in writing by Financial Security expressly for use therein or Manager and the financial statements (including Common Shares pursuant to Rule 430B(f)(2) under the related notes thereto) of Financial SecuritySecurities Act.

Registration Statement; Prospectus. The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-4814182281), including a preliminary prospectus and prospectus supplement for the registration of the Notes under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.

Registration Statement; Prospectus. The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-4814186250), including a preliminary base prospectus and prospectus supplement for the registration of the Notes under the Securities Act, (the "Registration Statement") and Seller has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amendedAs used herein, if applicable) the term "Registration Statement" means the Registration Statement including the exhibits thereto and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, any material incorporated by reference therein pursuant to the Securities Act and the Exchange Act, and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"). "Prospectus" means the Base Prospectus dated May 21, as from time to time amended or supplemented 2002, that was filed pursuant to Rule 424(b) on May 28, 2002, together with the Prospectus Supplement, also dated May 21, 2002. "Prospectus Supplement" means the supplement to the Base Prospectus included in the Prospectus. As of the date hereof, the Registration Statement and Prospectus filed under the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by complies in all material respects with the Seller pursuant to Rule 424 of Securities Act and the Rules and Regulations), and the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they it became effective and at all times subsequent thereto complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was filed under the Securities Act or the Rules and Regulations and at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof Closing Date does 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 in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitytherein.

Registration Statement; Prospectus. The Seller Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Act that has been filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration of the Notes under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No stop order suspending the effectiveness of the Registration Statement has been issued under the Act or the Exchange Act, as applicable, and will file no proceedings for such purpose have been instituted or are pending before or, to the best knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be requiredinformation has been complied with. Such registration statement (as amendedThe Registration Statement conforms, if applicable) and the prospectus, together with the prospectus supplement relating Prospectus and any further amendments or supplements to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein Registration Statement and the informationProspectus will conform, if anyin all material respects to the requirements of the Act, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" thereunder and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective compliedTrust Indenture Act, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did do not and on the date hereof does not, will not contain an untrue staement 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 the Prospectus (A) at the time the Registration Statement became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at any Closing Date as to the Prospectus and (D) on the Closing Date, 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, it was first provided being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(b) hereof; the Pricing Disclosure Package delivered to the Underwriters for use in connection with the Offering contemplated herein and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”), except to the extent permitted by Regulation S-T. If at any time when Offered Securities remain unsold by the Underwriters, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Offered Securities and the Underlying Shares, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes did not, and on Offered Securities to continue as contemplated in the date hereof does not, contain any untrue registration statement of a material fact or omit to state a material fact necessary to make that was the statements therein in light subject of the circumstances under Rule 401(g)(2) notice or for which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply Company has otherwise become ineligible. References herein to statements in or omissions from the Registration Statement shall include such new registration statement or post-effective amendment, as the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitycase may be.

Registration Statement; Prospectus. The Seller Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141)S-3, including and a related preliminary prospectus and prospectus supplement for the registration of the Certificates and the Notes under the Securities Act, has filed such amendments thereto, if any, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) , are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller Company for use in connection with the offering of the Certificates or the Notes which differs from the Prospectus filed with on file at the Commission pursuant to Rule 424 of at the Rules and Regulations time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by the Seller Company pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The As of the date hereof, the Registration Statement and Prospectus filed under the Securities Act or pursuant to the Rules and Regulations complies in all material respects with the Securities Act and the Rules and Regulations, and the Registration Statement at the time they it became effective and at all times subsequent thereto complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note Certificate will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.was

Registration Statement; Prospectus. The Seller Transferor has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 33333-4814180813), including a preliminary prospectus and prospectus supplement for the registration of the Notes Securities under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the NotesSecurities, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")Act, as from time to time amended or supplemented pursuant to the Securities Act or otherwise) ), are hereinafter referred to as the "Registration Statement" and the "Prospectus," ", respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller Transferor for use in connection with the offering of the Notes Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules rules and Regulations regulations under the Securities Act (whether or not such revised prospectus is required to be filed by the Seller Transferor pursuant to Rule 424 of the Rules such rules and Regulationsregulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters Underwriter for such use. The Registration Statement at the time they it became effective complied, and at each time that the Prospectus is provided to the Underwriters Underwriter for use in connection with the offering or sale of any Note Securities will comply, in all material respects with the requirements of the Securities Act and the Rules rules and Regulationsregulations thereunder. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters Underwriter for use in connection with the offering of the Notes Securities did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.

Registration Statement; Prospectus. The Seller Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 (File No. 333-48141171126), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a preliminary prospectus and prospectus supplement for part thereof at the registration time of effectiveness pursuant to Rule 430B of the Notes under Securities Act or the Securities ActExchange Act of 1934, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectusrules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement”. Any preliminary prospectus supplement to the Base Prospectus that describes the Securities and the offering thereof and is used prior to filing of the Prospectus (as defined below) is called, together with the Base Prospectus, a “preliminary prospectus”. The term “Prospectus” shall mean the final prospectus supplement relating to the NotesSecurities, constituting a part thereof (including in each case all documentstogether with the Base Prospectus, if anythat is first filed pursuant to Rule 424(b) of the Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto. Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein and pursuant to Item 12 of Form S-3 under the information, if any, Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be part thereof deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. All references in this Agreement to the Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Registration Statement became effective upon filing under Rule 462(e) of the rules and regulations of the Commission under the Securities Act (“Rule 462(e)”) on December 13, 2010, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). At the "Rules respective times the Registration Statement and Regulations")each amendment thereto became effective, as from time at each deemed effective date with respect to time amended or supplemented the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act or otherwise) are hereinafter referred to Regulations and at the Closing Date (as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulationsdefined below), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, complied and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, comply in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement Trust Indenture Act of 1939, as amended, and the Prospectus at rules and regulations promulgated thereunder (collectively, the time the Registration Statement became effective “Trust Indenture Act”) and did not and on the date hereof does not, will not contain an untrue staement 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 misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus (including the prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) and the Prospectus at complied when so filed in all material respects with the time it was first provided Securities Act and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the offering of electronically transmitted copies thereof filed with the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit Commission pursuant to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleadingXXXXX, except to the extent permitted by Regulation S-T. There are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Disclosure Package (as defined below) or the Prospectus and that have not been so filed as exhibits to the Registration Statement or described in the Registration Statement, the Disclosure Package and the Prospectus. The representations and warranties in this subparagraph shall subsection do not apply to statements in or omissions from the Registration Statement or Statement, the Prospectus or any preliminary prospectus made or any amendments or supplements thereto based upon and in reliance upon conformity with written information furnished to the Seller in writing Company by Financial Security expressly any Underwriter through the Representatives specifically for use therein therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the financial statements (including the related notes thereto) of Financial Securityinformation described as such in Section 7 hereof.

Registration Statement; Prospectus. The Seller has filed Proxy Statement. Agribrands, Ralcorp and Holding Company shall cooperate and promptly prepare and Holding Company shall file with the Securities and Exchange Commission SEC as soon as practicable a Registration Statement on Form S-4 or other applicable form (the "CommissionForm S-4") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration of the Notes under the Securities Act, has filed such amendments theretowith respect to Holding Company Common Stock issuable in the Mergers, and such amended preliminary prospectuses and prospectus supplements a portion of which Registration Statement shall also serve as may have been required the joint proxy statement with respect to the date hereof, Agribrands Shareholder Meeting and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act Ralcorp Shareholder Meeting (the "Rules and RegulationsProxy Statement/Prospectus"), as from time to time amended or supplemented pursuant to . The respective parties will cause the Securities Act or otherwise) are hereinafter referred to as the "Registration Proxy Statement" /Prospectus and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant Form S-4 to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required comply as to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, form in all material respects with the requirements applicable provisions of the Securities Act, the Exchange Act and the Rules rules and Regulationsregulations thereunder. The Registration Statement Holding Company shall use all reasonable efforts, and Agribrands and Ralcorp will cooperate with Holding Company, to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Holding Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Agribrands and Ralcorp and advise Agribrands and Ralcorp of any verbal comments with respect to the Form S-4 received from the SEC. Holding Company shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Holding Company agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the Registration Statement became effective did time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not and on the date hereof does not, contain include an untrue staement statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Holding Company in reliance upon and in conformity with written information concerning Agribrands and/or Ralcorp furnished to Holding Company by Agribrands and/or Ralcorp specifically for use in the Proxy Statement/Prospectus. Agribrands and Ralcorp agree that the written information provided by them for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of written information concerning either Agribrands or Ralcorp for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did notis filed or becomes effective, and on the date hereof does not, contain any will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made made, not misleading. No amendment or supplement to the Proxy Statement/Prospectus will be made by Holding Company without the approval of Agribrands and Ralcorp. Holding Company will advise Agribrands and Ralcorp, except that promptly after it receives notice thereof, of the representations and warranties time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Holding Company Common Stock issuable in this subparagraph shall not apply to statements connection with the Mergers for offering or sale in any jurisdiction, or omissions from any request by the Registration Statement SEC for amendment of the Proxy Statement/Prospectus or the Prospectus Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Whenever any event or condition affecting Agribrands or Ralcorp occurs that is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, such party will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any preliminary prospectus made other government officials, and in reliance upon information furnished mailing to the Seller in writing by Financial Security expressly for use therein shareholders of Agribrands and Ralcorp, such amendment or the financial statements (including the related notes thereto) of Financial Securitysupplement.

Registration Statement; Prospectus. The Seller has filed with No stop order suspending the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration effectiveness of the Notes under Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. The Registration Statement, as of the Effective Date, conformed or will conform in all material respects to the requirements of the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations")promulgated thereunder and, as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations)Effective Date, the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did does not and on the date hereof does not, will not contain an untrue staement 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 misleading, and the Prospectus at Prospectus, as of its original issue date, as of the time it was first provided date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the Underwriters for use in connection with the offering requirements of the Notes did notSecurities Act and the rules and regulations of the Commission promulgated thereunder and, as of such respective dates, does not and on the date hereof does not, will not contain any an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading; provided, except however, that the representations this representation and warranties in this subparagraph warranty shall not apply to any statements in or omissions from made in reliance upon and in conformity with information furnished in writing to the Company by BNYCMI expressly for use in the Prospectus. As used herein, with respect to the Registration Statement, the term “Effective Date” means, as of a specified time, the later of (i) the date that the Registration Statement or the Prospectus most recent post-effective amendment thereto was or any preliminary prospectus made in reliance upon information furnished to is declared effective by the Seller in writing by Financial Security expressly Commission under the Securities Act and (ii) the date that the Company’s Annual Report on Form 20-F for use therein or its most recently completed fiscal year is filed with the financial statements (including Commission under the related notes thereto) of Financial SecurityExchange Act.

Registration Statement; Prospectus. The Seller Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Act that has been filed with the Securities Commission not earlier than three years prior to the date hereof and Exchange no notice of objection of the Commission (to the "Commission") a use of such registration statement on Form S-3 (No. 333or any post-48141), including a preliminary prospectus and prospectus supplement for the registration of the Notes effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No stop order suspending the effectiveness of the Registration Statement has been issued under the Act or the Exchange Act, has filed such amendments theretoas applicable, and no proceedings for such amended preliminary prospectuses and prospectus supplements as may purpose have been required instituted or are pending before or, to the date hereofbest knowledge of the Company, are contemplated or threatened by the Commission, and will file such any request on the part of the Commission for additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be requiredinformation has been complied with. Such registration statement (as amendedThe Registration Statement conforms, if applicable) and the prospectus, together with the prospectus supplement relating Prospectus and any further amendments or supplements to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein Registration Statement and the informationProspectus will conform, if any, deemed in all material respects to be part thereof pursuant to the requirements of the Act and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective compliedthereunder, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did do not and on the date hereof does not, will not contain an untrue staement 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 the Prospectus (A) at the time the Registration Statement became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) on any Closing Date as to the Prospectus and (D) on the Closing Date, 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, it was first provided being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(b) hereof; Each Pricing Prospectus delivered to the Underwriters for use in connection with this offering contemplated herein and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”), except to the extent permitted by Regulation S-T. If at any time when Offered Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Offered Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes did not, and on Offered Securities to continue as contemplated in the date hereof does not, contain any untrue registration statement of a material fact or omit to state a material fact necessary to make that was the statements therein in light subject of the circumstances under Rule 401(g)(2) notice or for which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply Company has otherwise become ineligible. References herein to statements in or omissions from the Registration Statement shall include such new registration statement or post-effective amendment, as the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Securitycase may be.

Registration Statement; Prospectus. The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration of the Notes under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.

Registration Statement; Prospectus. The Seller has filed with No stop order suspending the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-48141), including a preliminary prospectus and prospectus supplement for the registration effectiveness of the Notes under Registration Statement or any part thereof has been issued and, to the Securities Actknowledge of the Company, no proceeding for that purpose has filed such amendments theretobeen initiated or threatened by the Commission, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided has been received by the Seller for Company. No order preventing or suspending the use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed has been issued by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such useCommission. The Registration Statement at and any post effective amendment thereto, as of the time they became effective compliedEffective Date, conforms, and at each time that the Prospectus is provided any further amendments or supplements to the Underwriters for use in connection with the offering or sale of any Note Registration Statement will complyconform, in all material respects with to the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did do not and on will not, as of the date hereof does notEffective Date, contain an untrue staement 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 misleading; provided, however, that this representation and the Prospectus at the time it was first provided warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Underwriters Company by SCUSA or on its behalf expressly for use in connection with the offering therein. The Prospectus, as of its original issue date, as of the Notes did notdate of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and on as of the date hereof of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and, as of such respective dates, does not, not and will not contain any an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading; provided, except however, that the representations this representation and warranties in this subparagraph warranty shall not apply to any statements in or omissions from made in reliance upon and in conformity with information furnished in writing to the Company by SCUSA expressly for use in the Prospectus. As used herein, with respect to the Registration Statement, the term “Effective Date” means, as of a specified time, the later of (i) the date that the Registration Statement or the Prospectus most recent post-effective amendment thereto was or any preliminary prospectus made in reliance upon information furnished to is declared effective by the Seller in writing by Financial Security expressly Commission under the Securities Act and (ii) the date that the Company’s Annual Report on Form 10-K for use therein or its most recently completed fiscal year is filed with the financial statements (including Commission under the related notes thereto) of Financial SecurityExchange Act.

Registration Statement; Prospectus. The Seller has (i) As promptly as practicable after the execution of this Agreement, (x) SPAC and the Company Parties shall jointly prepare and CayCo shall file with the SEC, mutually acceptable materials, which shall include the proxy statement to be filed with the Securities SEC as part of the Registration Statement and Exchange Commission sent to the SPAC Shareholders relating to the SPAC Shareholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) and (y) SPAC and the Company shall prepare and CayCo shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the "Commission"“Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of CayCo Ordinary Shares that will be issued in connection with the Merger and the TCO Restructuring (the “Registration Statement Securities”). Each of SPAC and the Company Parties shall use its reasonable best efforts to (i) cause the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus, and (iii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Transactions and the TCO Restructuring. In the event there is any tax opinion, comfort letter or other opinion required to be provided in connection with the Proxy Statement/Prospectus, notwithstanding anything to the contrary, neither this provision nor any other provision in this Agreement shall require counsel to the Company or SPAC or their respective tax advisors to provide an opinion that the Merger or the TCO Restructuring qualifies as a registration statement transaction described in Section 351 of the Code or otherwise qualifies for the Intended Tax Treatment. The Company Parties also agree to use their best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions and the TCO Restructuring, and the Company Parties shall furnish all information concerning the Company Parties or their respective shareholders as may be reasonably requested in connection with any such action. Each of SPAC and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement/Prospectus, a Current Report on Form S-3 8-K pursuant to the Exchange Act in connection with the Transactions and the TCO Restructuring, or any other statement, filing, notice or application made by or on behalf of SPAC, the Company Parties or their respective Subsidiaries to any regulatory authority (Noincluding the applicable Stock Exchange) in connection with the Transactions and the TCO Restructuring (the “Offer Documents”). 333-48141)SPAC will cause the Proxy Statement/Prospectus to be disseminated to the SPAC Shareholders, including a preliminary prospectus and prospectus supplement for in each case, promptly after the registration of the Notes Registration Statement is declared effective under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) are hereinafter referred to CayCo as the "Registration Statement" filer and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering registrant of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not shall be responsible for and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering pay all of the Notes did notcost for the preparation, filing and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light mailing of the circumstances under which they were made not misleading, except that the representations Proxy Statement/Prospectus and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the other related notes thereto) of Financial Securityfees.

Registration Statement; Prospectus. The Seller has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-4814118021), including a preliminary prospectus and prospectus supplement for the registration of the Notes under the Securities Act, has filed such amendments thereto, and such amended preliminary prospectuses and prospectus supplements as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus, together with the prospectus supplement relating to the Notes, constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), as from time to time amended or supplemented pursuant to the Securities Act or otherwise) , are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus or prospectus supplement shall be provided by the Seller for use in connection with the offering of the Notes which differs from the Prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations (whether or not such revised prospectus is required to be filed by the Seller pursuant to Rule 424 of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus and prospectus supplement from and after the time it is first provided to the Underwriters for such use. The Registration Statement at the time they became effective complied, and at each time that the Prospectus is provided to the Underwriters for use in connection with the offering or sale of any Note will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement and the Prospectus at the time the Registration Statement became effective did not and on the date hereof does not, contain an untrue staement 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 the Prospectus at the time it was first provided to the Underwriters for use in connection with the offering of the Notes did not, and on the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the Registration Statement Statements or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Seller in writing by Financial Security expressly for use therein or the financial statements (including the related notes thereto) of Financial Security.